Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2023 | |
Document and Entity Information [Abstract] | |
Document Type | F-1 |
Entity Registrant Name | Metals Acquisition Ltd |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001950246 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - CIK0001853021 Metals Acquisition Corp - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 10, 2021 |
Current assets: | |||||
Cash | $ 35,075 | $ 42,314 | $ 954,974 | ||
Other receivable | 65,061 | 53,200 | |||
Prepaid expenses | 192,520 | 201,275 | 340,271 | ||
Total current assets | 292,656 | 296,789 | 1,295,245 | ||
Long-term prepaid expenses | 186,988 | ||||
Marketable securities held in Trust Account | 271,757,366 | 268,908,716 | 265,155,619 | ||
Deferred financing costs | 1,598,459 | 985,760 | |||
Total Assets | 273,648,481 | 270,191,265 | 266,637,852 | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | |||||
Accrued expenses and accounts payable | 2,078,202 | 927,261 | |||
Due to related party | 22,570 | ||||
Accrued offering costs and expenses | 604,474 | ||||
Deferred liabilities | 10,260,573 | 7,239,473 | |||
Deferred underwriting discount | 9,280,173 | 9,280,173 | |||
Promissory note - related party | 1,459,594 | 786,096 | |||
Total current liabilities | 23,101,112 | 18,233,003 | 604,474 | ||
Warrant liability | 10,992,098 | 7,442,633 | 8,440,008 | ||
Total Liabilities | 34,093,210 | 25,675,636 | 18,324,655 | ||
Commitments and Contingencies | |||||
Class A ordinary shares subject to possible redemption, 26,514,780 shares at redemption value of $10.25 and $10.14 per share as of March 31, 2023 and December 31, 2022, respectively | 271,757,366 | 268,908,716 | 265,147,800 | ||
Shareholders' Deficit: | |||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||||
Accumulated deficit | (32,202,758) | (24,393,750) | (16,835,266) | ||
Total Shareholders' Deficit | (32,202,095) | (24,393,087) | $ (22,708,649) | (16,834,603) | $ 0 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | 273,648,481 | 270,191,265 | 266,637,852 | ||
Class A ordinary shares subject to redemption | |||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | |||||
Class A ordinary shares subject to possible redemption, 26,514,780 shares at redemption value of $10.25 and $10.14 per share as of March 31, 2023 and December 31, 2022, respectively | 271,757,366 | 268,908,716 | 265,147,800 | ||
Class B Ordinary Shares | |||||
Shareholders' Deficit: | |||||
Common stock | $ 663 | $ 663 | $ 663 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - CIK0001853021 Metals Acquisition Corp - $ / shares | Mar. 31, 2023 | Jan. 09, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 02, 2021 | Mar. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued | 0 | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||
Class A Ordinary Shares | ||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common shares, shares issued | 0 | 0 | ||||
Common shares, shares outstanding | 0 | 0 | ||||
Class A ordinary shares subject to redemption | ||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 26,514,780 | 26,514,780 | 26,514,780 | |||
Temporary equity, redemption price per share | $ 10.25 | $ 10.14 | $ 10 | |||
Class A ordinary shares not subject to redemption | ||||||
Common shares, shares issued | 0 | 0 | ||||
Common shares, shares outstanding | 0 | 0 | ||||
Class B Ordinary Shares | ||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common shares, shares issued | 6,628,695 | 6,628,695 | 6,628,695 | |||
Common shares, shares outstanding | 6,628,695 | 6,628,695 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Ordinary Shares | ||||
Other expense: | ||||
Weighted average shares outstanding, diluted | 26,514,780 | 26,514,780 | ||
Diluted net (loss) income per common share | $ 0.11 | |||
Class B Ordinary Shares | ||||
Other expense: | ||||
Weighted average shares outstanding, diluted | 6,628,695 | 6,628,695 | ||
Diluted net (loss) income per common share | $ (1.22) | $ (0.88) | ||
CIK0001853021 Metals Acquisition Corp | ||||
Operating and formation costs | $ 1,203,610 | $ 1,369,159 | $ 1,122,004 | $ 2,117,475 |
Acquisition costs | 3,383,270 | 7,625,359 | ||
Loss from operations | (4,586,880) | (1,369,159) | (1,122,004) | (9,967,084) |
Other expense: | ||||
Change in fair value of warrants | (3,447,505) | (4,496,199) | 14,982,447 | 1,477,374 |
Offering expenses related to warrant issuance | (1,984,130) | |||
Excess value of Private Placement Warrants | (1,066,666) | |||
Change in fair value conversion option | 7,200 | |||
Change in foreign exchange | 626 | |||
Trust interest income | 2,848,650 | 17,414 | 7,819 | 3,753,097 |
Interest expense | (40,842) | |||
Amortization of discount on convertible promissory note | (8,000) | |||
Bank fee | (1,191) | (869) | (2,448) | (5,205) |
Total Other expense, net | (640,262) | (4,479,654) | 11,937,022 | 5,224,466 |
Net loss | $ (5,227,142) | $ (5,848,813) | $ 10,815,018 | $ (4,742,618) |
CIK0001853021 Metals Acquisition Corp | Class A Ordinary Shares | ||||
Other expense: | ||||
Weighted average shares outstanding, basic | 26,514,780 | 26,514,780 | 13,451,926 | 26,514,780 |
Weighted average shares outstanding, diluted | 26,514,780 | 26,514,780 | 13,451,926 | 26,514,780 |
Basic net (loss) income per common share | $ 0.11 | $ 0.54 | $ 0.14 | |
Diluted net (loss) income per common share | $ 0.11 | $ 0.54 | $ 0.14 | |
CIK0001853021 Metals Acquisition Corp | Class A ordinary shares subject to redemption | ||||
Other expense: | ||||
Weighted average shares outstanding, basic | 13,451,926 | 26,514,780 | ||
Weighted average shares outstanding, diluted | 13,451,926 | 26,514,780 | ||
CIK0001853021 Metals Acquisition Corp | Class B Ordinary Shares | ||||
Other expense: | ||||
Weighted average shares outstanding, basic | 6,628,695 | 6,628,695 | 6,403,525 | 6,628,695 |
Weighted average shares outstanding, diluted | 6,628,695 | 6,628,695 | 6,403,525 | 6,628,695 |
Basic net (loss) income per common share | $ (1.22) | $ (0.88) | $ 0.54 | $ (1.28) |
Diluted net (loss) income per common share | $ (1.22) | $ (0.88) | $ 0.54 | $ (1.28) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - CIK0001853021 Metals Acquisition Corp - USD ($) | Class A Ordinary Shares Common Stock | Class B Ordinary Shares Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Mar. 10, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Mar. 10, 2021 | 0 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Remeasurement of Class A ordinary shares subject to possible redemption | (38,782,274) | ||||
Class B ordinary share issued to Sponsor | $ 719 | 24,281 | 25,000 | ||
Class B ordinary share issued to Sponsor (in shares) | 7,187,500 | ||||
Capital contribution for sale of Class B shares to Anchor Investors | 11,107,653 | $ 11,107,653 | |||
Forfeiture of 558,805 founder shares | $ (56) | 56 | |||
Forfeiture of 558,805 founder shares (in shares) | (558,805) | 558,805 | |||
Adjustment To Additional Paid In Capital, Deferred Underwriting Fee | $ 9,280,173 | ||||
Change in Class A ordinary shares subject to possible redemption | (11,131,990) | (27,650,284) | (38,782,274) | ||
Remeasurement of Class A ordinary shares subject to possible redemption | (38,782,274) | ||||
Net loss | 10,815,018 | 10,815,018 | |||
Balance at the end at Dec. 31, 2021 | $ 0 | $ 663 | 0 | (16,835,266) | (16,834,603) |
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 6,628,695 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Remeasurement of Class A ordinary shares subject to possible redemption | (25,233) | (25,233) | |||
Net loss | (5,848,813) | (5,848,813) | |||
Balance at the end at Mar. 31, 2022 | $ 663 | (22,709,312) | (22,708,649) | ||
Balance at the end (in shares) at Mar. 31, 2022 | 6,628,695 | ||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 663 | 0 | (16,835,266) | (16,834,603) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 6,628,695 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Remeasurement of Class A ordinary shares subject to possible redemption | (3,760,916) | ||||
Contribution of conversion price in excess of fair value of warrants | 720,800 | 720,800 | |||
Stock compensation | 224,250 | 224,250 | |||
Remeasurement of Class A ordinary shares subject to possible redemption | (945,050) | (2,815,866) | (3,760,916) | ||
Net loss | (4,742,618) | (4,742,618) | |||
Balance at the end at Dec. 31, 2022 | $ 0 | $ 663 | 0 | (24,393,750) | (24,393,087) |
Balance at the end (in shares) at Dec. 31, 2022 | 0 | 6,628,695 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Remeasurement of Class A ordinary shares subject to possible redemption | (266,784) | (2,581,866) | (2,848,650) | ||
Amount in excess of the face value over the present value on related party promissory note | 68,744 | 68,744 | |||
Contribution of conversion price in excess of fair value of warrants | 198,040 | 198,040 | |||
Remeasurement of Class A ordinary shares subject to possible redemption | (2,848,650) | ||||
Net loss | (5,227,142) | (5,227,142) | |||
Balance at the end at Mar. 31, 2023 | $ 0 | $ 663 | $ 0 | $ (32,202,758) | $ (32,202,095) |
Balance at the end (in shares) at Mar. 31, 2023 | 6,628,695 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) - shares | 10 Months Ended | |
Sep. 16, 2021 | Dec. 31, 2021 | |
CIK0001853021 Metals Acquisition Corp | ||
Forfeiture of 558,805 founder shares (in shares) | 558,805 | 558,805 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CIK0001853021 Metals Acquisition Corp - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from Operating Activities: | ||||
Net loss | $ (5,227,142) | $ (5,848,813) | $ 10,815,018 | $ (4,742,618) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (2,848,650) | (17,414) | (7,819) | (3,753,097) |
Change in fair value of warrants | 3,447,505 | 4,496,199 | (14,982,447) | (1,477,374) |
Interest expense | 40,842 | |||
Change in fair value of conversion option | (7,200) | |||
Formation costs paid by sponsor in exchange for issuance of Class B ordinary shares | 6,894 | |||
Offering expenses related to warrant issuance | 1,984,130 | |||
Excess value of Private Placement Warrants | 1,066,666 | |||
Stock compensation expense | 224,250 | |||
Amortization of discount on convertible promissory note | 8,000 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 8,755 | 22,996 | (527,259) | 325,984 |
Other receivable | (11,861) | (53,200) | ||
Accrued expenses and accounts payable | 538,242 | 768,735 | (145,362) | |
Due to related party | 22,570 | |||
Deferred liabilities | 3,021,100 | 6,721,861 | ||
Accrued offering costs and expenses | 604,474 | |||
Net cash used in operating activities | (1,008,639) | (578,297) | (1,040,343) | (2,898,756) |
Cash Flows from Investing Activities: | ||||
Investment held in Trust Account | (265,147,800) | |||
Net cash used in investing activities | (265,147,800) | |||
Cash flows from Financing Activities: | ||||
Proceeds from promissory note - related party | 701,400 | 786,096 | ||
Proceeds from convertible promissory note - related party | 300,000 | 1,200,000 | ||
Proceeds from Initial Public Offering, net of underwriters' fees | 259,844,844 | |||
Proceeds from private placement | 8,302,958 | |||
Advances from related parties | 150,000 | |||
Payments to related parties | (150,000) | |||
Payments of offering costs | (1,004,685) | |||
Net cash provided by financing activities | 1,001,400 | 267,143,117 | 1,986,096 | |
Net change in cash | (7,239) | (578,297) | 954,974 | (912,660) |
Cash, beginning of the period | 42,314 | 954,974 | 954,974 | |
Cash, end of the period | 35,075 | 376,677 | 954,974 | 42,314 |
Supplemental disclosure of noncash investing and financing activities: | ||||
Remeasurement of Class A ordinary shares subject to possible redemption | 2,848,650 | $ 25,233 | 38,782,274 | 3,760,916 |
Private warrants issued upon conversion of related party promissory note | 101,960 | 480,000 | ||
Deferred financing costs included in accrued expenses | 947,037 | 728,745 | ||
Capital contributed on settlement of related party note | $ 198,040 | $ 720,800 | ||
Deferred underwriting commissions charged to additional paid in capital | 9,280,173 | |||
Fair value of capital contribution by Sponsor to Anchor Investors | 11,107,653 | |||
Forfeiture of 558,805 founder shares | 56 | |||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 18,104 | |||
Initial classification of warrant liability | $ 23,422,455 |
Organization and Business Opera
Organization and Business Operations and Going Concern and Management's Plan | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp | ||
Subsidiary, Sale of Stock [Line Items] | ||
Organization and Business Operations and Going Concern and Management's Plan | Note 1 - Organization and Business Operations and Going Concern and Management’s Plan Metals Acquisition Corp (together with its consolidated subsidiaries, except as the context otherwise requires, the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 11, 2021.The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On March 4, 2022, a wholly owned subsidiary, Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”) was incorporated under the Australian Corporations Act 2001 and registered in New South Wales for the purposes of an initial Business Acquisition. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from March 11, 2021 (inception) through March 31, 2023, relates to the Company’s formation, operating costs, and the initial public offering (the “IPO”), described below and activities related to seeking an acquisition target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments in the trust account derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on July 28, 2021 (the “Effective Date”). On August 2, 2021, the Company consummated its IPO of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. The underwriter had a 45-day option from the date of the Company’s IPO (August 2, 2021) to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Notes 3 and 8) and $530,173 in deferred underwriting fees. Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor for an aggregate of 201,971 warrants to purchase Class A Ordinary Shares for $1.50 per warrant in a private placement with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (the “Additional Private Placement Warrants”), generating total proceeds of $302,956 (the “Private Placement Proceeds” and, together with the Option Unit Proceeds, the “Proceeds”) (see Note 5). On September 16, 2021, the remaining amounts under the over-allotment option expired unused and 558,805 Class B ordinary shares were forfeited by the Sponsor to the Company for no consideration. The Additional Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. Certain qualified institutional buyers or institutional accredited investors who are unaffiliated with the management team (“Anchor Investors”) purchased a total of 19,575,000 Units or 78.3% of the outstanding Units following the IPO (assuming no exercise of the over-allotment option). After the exercise of the Underwriter’s over-allotment option, the percentage purchased by Anchor Investors has decreased from 78.3% to 73.8%. In addition, the Sponsor sold membership interests representing an aggregate of 1,272,500 founder shares to all Anchor Investors combined in the Sponsor, that will convert on a one The Company estimated the aggregate fair value of these founder shares attributable to Anchor Investors via their purchase of the membership interest to be $11,107,653, or $8.73 per share. The founder shares purchased by the Anchor Investors represent a capital contribution by the Sponsor for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As the IPO included two instruments, Class A ordinary shares and warrants, and as the warrants are classified as a financial liability, it was necessary to allocate the gross proceeds between Class A ordinary shares and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A ordinary shares and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was then allocated to Class A ordinary shares. The percentage derived from this allocation was then used to allocate deferred offering costs between Class A ordinary shares and warrants. Issuance costs of $1,984,130 were allocated to the warrants and charged to the Company’s current period statement of operations. The purchase of 78.3% in aggregate of the Units sold in the IPO, or 19,575,000 Units and the sales of membership interest by the Sponsor are hereby referred to as the “Anchor Investment.” Transaction costs of the IPO amounted to $26,713,571 consisting of $5,302,956 of underwriting discounts, $9,280,173 of deferred underwriting discounts, fair value in the Anchor Investor shares of $11,107,653, and $1,022,789 of other offering costs. Of the transaction costs, $1,984,130 is included in other expenses and $24,729,441 is included in temporary equity. A total of $265,147,800 was placed in a U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee, upon closing of the IPO and the underwriter partially exercising its over-allotment option. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts previously disbursed to management for working capital purposes, if permitted, and excluding the amount of deferred underwriting discounts and commissions held in trust) at the time of signing an agreement to enter a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for so that the Company is not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The net proceeds from the initial public offering are held in a trust account and are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 24 months from the closing of the IPO. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO, with respect to such Class A ordinary shares so redeemed. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. The public shareholders are entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two The ordinary shares subject to redemption are recorded at redemption value and have been classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 24 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company has not completed the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after the IPO in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Company’s Sponsor has agreed it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay its tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be liable for such third-party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Accordingly, the Sponsor may not be able to satisfy those obligations. On March 17, 2022, the Company and Glencore Operations Australia Pty Limited (“Glencore”) entered into a Share Sale Agreement (the “SSA”). Under the terms of the SSA, MAC-Sub will acquire from Glencore 100% of the issued share capital of Cobar Management Pty. Limited (“CMPL”) (the acquisition of CMPL and the CSA mine (as defined herein) from Glencore, the “Proposed Business Combination”). CMPL owns and operates the Cornish, Scottish and Australian mine (the “CSA Mine”) in Cobar, New South Wales, Australia. Under the original terms of the SSA, in consideration for the acquisition of CMPL, the Company and MAC-Sub will: (a) pay $1,050,000,000 to Glencore (subject to a customary closing accounts adjustments to reflect the working capital, net debt and tax liabilities of CMPL at the time of closing under the SSA (the “Closing”)), (b) issue $50,000,000 (5,000,000 shares) worth of MAC Class A ordinary shares, $0.0001 par value to Glencore, and (c) enter into a net smelter royalty pursuant to which after the Closing, CMPL will pay to Glencore a royalty of 1.5% of all net smelter copper concentrate produced from the mining tenure held by CMPL at the time of the Closing. The business combination has been approved by the boards of directors of the Company and Glencore. On November 22, 2022, the Company, MAC-Sub and Metals Acquisition Limited (“MAC Limited”) entered into a Deed of Consent and Covenant with Glencore to amend the SSA (the “Amendment”). Pursuant to the Amendment, the parties thereto agreed to (i) permit the Company to undertake a re-domiciliation whereby the Company will be merged with and into MAC Limited, with MAC Limited continuing as the surviving company (“New MAC”) and (ii) amend the consideration payable to Glencore in connection with the acquisition of the CSA Mine whereby the Company and MAC-Sub will: (a) Pay at least $ 775 million in cash (with the potential to be scaled up to $ 875 million depending on equity demand) to Glencore (subject to customary closing accounts adjustment (including New MAC being liable for accounting fees in connection with the transaction) to reflect the working capital, net debt and tax liabilities of CMPL at the Closing; (b) Issue up to 10,000,000 ordinary shares of New MAC (the “New MAC Ordinary Shares”) at the Closing (the “Rollover Shares”) to Glencore (having a value of up to $100,000,000 ) with Glencore having the option to scale down the amount to $0 subject to MAC raising sufficient equity (with any scale-back to be reflected in the upfront cash payment scale-up, as set forth in subsection (a)); (c) Pay $75 million in a deferred cash payment on the following terms: (i) Payable upon New MAC’s listing on the Australian Stock Exchange or undertaking any alternative equity raise (up to 50% of the net proceeds from the raise, capped at US $75 million); (ii) the unpaid balance of the $75 million will accrue interest at a rate equivalent to what New MAC pays on its mezzanine subordinated term loan, set at SOFR plus a variable margin of 8 - 12 % (which will be determined by reference to prevailing copper prices); and (iii) any residual (up to the $75 million plus applicable interest) not paid in cash by the date that is twelve ( 12 ) months after the Closing will be settled on the next business day through the issuance of additional New MAC Ordinary Shares at a 30 % discount to the 20 -trading day VWAP before the issuance (“Equity Conversion Date”). If New MAC is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume (US$ equivalent) over the 20-trading day period before the Equity Conversion Date. If the New MAC Ordinary Shares cannot be issued to Glencore due to applicable law or the rules of any applicable stock exchange, Glencore, in its sole discretion, may delay the date for the issuance of the New MAC Ordinary Shares, noting that such right only delays the date for the issuance of the New MAC Ordinary Shares, which amount of New MAC Ordinary Shares will be set on the Equity Conversion Date; (d) Pay $150 million in cash structured as two contingent payments ($ 75 million each) that are unsecured, fully subordinated and payable if, over the life of the CSA Mine, the average daily London Metal Exchange closing price is greater than: (i) $ 4.25 /lb (US$ 9,370 /mt) for any rolling 18-month period (commencing at Closing) (the “First Contingent Payment”); and (ii) $ 4.50 /lb (US$ 9,920 /mt) for any rolling 24 -month period (commencing at Closing) (the “Second Contingent Payment”); The First Contingent Payment and the Second Contingent Payment will be payable as soon as the applicable payment trigger milestone has been achieved. However, if one or both of the milestones are met in the first three years post-Closing, the payment will only be made to the extent it does not constitute a breach of New MAC’s finance facilities in place at the Closing. To the extent payment would constitute a breach of the relevant facilities, New MAC will be subject to an obligation to use best endeavors to obtain the consent of all financiers for the payment to be made during the three-year window. For the avoidance of doubt, New MAC will be obligated to make the payments on the earlier of the first business day following (i) the refinancing of its senior debt, and (ii) the third anniversary of the Closing (being maturity of the senior debt), to the extent that First Contingent Payment and/or Second Contingent Payment has been triggered but not paid during the first three years post-Closing; (e) Enter into a Royalty Deed and Offtake Agreement as previously disclosed in the SSA; and (f) Grant Glencore the right to appoint one (1) director to the New MAC board of directors for every 10 % of New MAC Ordinary Shares that Glencore beneficially owns. On February 28, 2023, MAC-Sub, the Company and New MAC, as guarantors, entered into a syndicated facility agreement with Citibank, N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch, and National Bank of Canada (collectively, the “Senior Lenders”) and Citisecurities Limited, as agent for the Senior Lenders, to provide a senior syndicate loan facility to finance, in part, the Proposed Business Combination. The Senior Syndicated Facility provides amongst other facilities, a US$205 million acquisition term loan that can be used to fund in part the Business Combination Consideration. On March 10, 2023, MAC-Sub, the Company and MAC Limited, as guarantors, entered into a mezzanine debt facility loan note subscription agreement (the “Mezz Facility”) with Sprott Private Resource Lending II (Collector-2), LP, (the “Lender”) and Sprott Resource Lending Corp., as agent and security trustee for the Lender, to provide a mezzanine loan facility of US$135,000,000 to finance, in part, the Proposed Business Combination. On April 14, 2023, the Company, New MAC and certain investors entered into subscription agreements (the “Subscription Agreements”), pursuant to which such investors agreed to subscribe for an aggregate of 11,362,506 ordinary shares, par value $0.0001 per share, of the Issuer (the “Subscribed Shares”) at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625,060 in a private placement or placements (the “Private Placements”) to be consummated immediately prior to or substantially concurrently with the consummation of the Proposed Business Combination. The obligations of the parties to consummate the transactions contemplated by the Subscription Agreements shall be contingent upon, among other things, customary closing conditions and the consummation of the Proposed Business Combination. The Subscription Agreements will terminate upon the earlier of (i) such date and time as the Share Sale Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of the Company and Subscriber to terminate the Subscription Agreements, or (iii) August 2, 2023. Michael James McMullen, Chief Executive Officer and a member of the board of directors of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $1,500,000. Katherine Crouse, spouse of Marthinus J. Crouse, Chief Financial Officer of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $250,000. Patrice Ellen Merrin, director of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $50,000. In connection with the Subscription Agreements, Green Mountain Metals, LLC, the Company’s sponsor, agreed to transfer an aggregate of 517,500 shares of Class B common stock (Founder Shares converted to ordinary common stock on closing of the Proposed Business Combination) of the Company that it currently holds to certain investors who agreed to subscribe for a significant number of Subscribed Shares. Going Concern and Management’s Plan As of March 31, 2023, the Company had $35,075 of cash and a working capital deficit of $22,808,456. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Until the consummation of the Business Combination, the Company will be using the funds not held in the Trust Account. On April 13, 2022, the Company issued an unsecured promissory note (the “2022 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company could borrow up to $1,200,000 from the Sponsor for working capital needs, including transaction costs reasonably related to the consummation of the Proposed Business Combination (Refer to Note 5). On May 6, 2022, the Company borrowed $1,200,000 under the 2022 Sponsor Convertible Note. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note resulting in the issuance of 800,000 private placement warrants to the Sponsor, fully satisfying the Company’s obligation under the 2022 Sponsor Convertible Note. On October 25, 2022, the Company issued an unsecured non-convertible promissory note (the “October 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The October 2022 Note bears no interest and all unpaid principal under the note will be due and payable in full up to the earlier of (1) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of March 31, 2023, $300,000 was outstanding under the October 2022 Note. On December 21, 2022, the Company issued an unsecured non-convertible promissory note (the “December 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $1,254,533 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The December Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of March 31, 2023, $1,187,496 was outstanding under the December 2022 Note. On January 9, 2023, the Company issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Proposed Business Combination. Concurrently upon the issuance of the 2023 Sponsor Convertible Note, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 resulting in the issuance of 200,000 private placement warrants to the Sponsor, fully satisfying the Company’s obligation under the 2023 Sponsor Convertible Note. On March 31, 2023, the Company issued an unsecured non-convertible promissory note (the “March 2023 Note”) to the Sponsor pursuant to which the Company may borrow up to $339,877 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The March 2023 Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine (“CSA Mine”) in the Company’s business combination. As of March 31, 2023 there was no balance outstanding under the March 31, 2023 Note. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 2, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and the Company’s stockholders have not approved an extension by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that, should a Business Combination not occur, and an extension not be approved by the stockholders of the Company, the potential for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 2, 2023. The Company intends to continue to complete a Business Combination before the mandatory liquidation date. The Company is within 5 months of its mandatory liquidation date as of the time of filing of this Report. Risks and Uncertainties Results of operations and the Company’s ability to complete the Proposed Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination. Per the Going Concern note above, the Company intends to continue to complete the Proposed Business Combination before the mandatory liquidation date of August 2, 2023. However, the Company is within 5 months of its mandatory liquidation date as of the time of filing of this Report and without an extension it is highly unlikely that a different business combination would be consummated if the Proposed Business Combination failed. The condition precedent satisfaction date under the Share Sale Agreement (as amended) for the Proposed Business Combination is April 28, 2023 (“CP Date”). If all conditions precedent are not satisfied or waived by the CP Date and the parties don’t mutually agree an extension in writing, then both the Company and Glencore have the option to unilaterally elect to terminate the Share Sale Agreement. In the event the conditions precedent are not satisfied or waived in full by the CP Date and neither party elects to terminate, then the Share Sale Agreement remains binding on both parties until such date as one party elects to exercise its option to terminate | Note 1 - Organization and Business Operations, Going Concern and Management’s Plan Metals Acquisition Corp (together with its consolidated subsidiaries, except as the context otherwise requires, the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 11, 2021.The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On March 4, 2022, a wholly owned subsidiary, Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”) was incorporated under the Australian Corporations Act 2001 and registered in New South Wales for the purposes of the Proposed Business Combination. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 11, 2021 (inception) through December 31, 2022, relates to the Company’s formation, operating costs, and the initial public offering (the “IPO”), described below and activities related to seeking an acquisition target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments in the trust account derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on July 28, 2021 (the “Effective Date”).On August 2, 2021, the Company consummated its IPO of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (“Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $250,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. The underwriter had a 45-day option from the date of the Company’s IPO (August 2, 2021) to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Notes 3 and 8) and $530,173 in deferred underwriting fees. Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor for an aggregate of 201,971 warrants to purchase Class A Ordinary Shares for $1.50 per warrant in a private placement with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (the “Additional Private Placement Warrants”), generating total proceeds of $302,956 (the “Private Placement Proceeds” and, together with the Option Unit Proceeds, the “Proceeds”) (see Note 5). On September 16, 2021, the remaining amounts under the over-allotment option expired unused and 558,805 Class B ordinary shares were forfeited by the Sponsor to the Company for no consideration. The Additional Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. Certain qualified institutional buyers or institutional accredited investors who are unaffiliated with the management team (“Anchor Investors”) purchased a total of 19,575,000 Units or 78.3% of the outstanding Units following the IPO (assuming no exercise of the over-allotment option). After the exercise of the Underwriter’s over-allotment option, the percentage purchased by Anchor Investors has decreased from 78.3% to 73.8%. In addition, the Sponsor sold membership interests representing an aggregate of 1,272,500 founder shares to all Anchor Investors combined that will convert on a one-to-one basis into common shares in New MAC upon the Proposed Business Combination. The Company estimated the aggregate fair value of these founder shares attributable to Anchor Investors via their purchase of the membership interest to be $11,107,653, or $8.73 per share. The founder shares purchased by the Anchor Investors represent a capital contribution by the Sponsor for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As the IPO included two instruments, Class A ordinary shares and warrants, and as the warrants are classified as a financial liability, it was necessary to allocate the gross proceeds between Class A ordinary shares and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A ordinary shares and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was then allocated to Class A ordinary shares. The percentage derived from this allocation was then used to allocate deferred offering costs between Class A ordinary shares and warrants. Issuance costs of $1,984,130 were allocated to the warrants and charged to the Company’s prior period statement of operations. The purchase of 78.3% in aggregate of the Units sold in the IPO, or 19,575,000 Units and the sales of membership interest by the Sponsor are hereby referred to as the “Anchor Investment.” Transaction costs of the IPO amounted to $26,713,571 consisting of $5,302,956 of underwriting discounts, $9,280,173 of deferred underwriting discounts, fair value in the Anchor Investor shares of $11,107,653, and $1,022,789 of other offering costs. Of the transaction costs, $1,984,130 is included in other expenses and $24,729,441 is included in temporary equity. A total of $265,147,800 was placed in a U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee, upon closing of the IPO and the underwriter partially exercising its over-allotment option. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts previously disbursed to management for working capital purposes, if permitted, and excluding the amount of deferred underwriting discounts and commissions held in trust) at the time of signing an agreement to enter a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for so that the Company is not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The net proceeds from the initial public offering are held in the Trust Account and are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 24 months from the closing of the IPO. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO, with respect to such Class A ordinary shares so redeemed. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. The public shareholders are entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two The ordinary shares subject to redemption are recorded at redemption value and have been classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 24 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company has not completed the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after the IPO in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Company’s Sponsor has agreed it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay its tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be liable for such third-party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Accordingly, the Sponsor may not be able to satisfy those obligations. On March 17, 2022, the Company, MAC-Sub, and Glencore Operations Australia Pty Limited (“Glencore”) entered into a Share Sale Agreement (the “SSA”). Under the terms of the SSA, MAC-Sub will acquire from Glencore 100% of the issued share capital of Cobar Management Pty. Limited (“CMPL”) (the acquisition of CMPL and the CSA mine (as defined herein) from Glencore, the “Proposed Business Combination”). CMPL owns and operates the Cornish, Scottish and Australian mine (the “CSA Mine”) in Cobar, New South Wales, Australia. Under the original terms of the SSA, in consideration for the acquisition of CMPL, the Company and MAC-Sub will: (a) pay $1,050,000,000 to Glencore (subject to a customary closing accounts adjustments to reflect the working capital, net debt and tax liabilities of CMPL at the time of closing under the SSA (the “Closing”)), (b) issue $50,000,000 (5,000,000 shares) worth of MAC Class A ordinary shares, $0.0001 par value to Glencore, and (c) enter into a net smelter royalty pursuant to which after the Closing, CMPL will pay to Glencore a royalty of 1.5% of all net smelter copper concentrate produced from the mining tenure held by CMPL at the time of the Closing. The business combination has been approved by the boards of directors of the Company and Glencore. On November 22, 2022, the Company, MAC-Sub and Metals Acquisition Limited (“MAC Limited”) entered into a Deed of Consent and Covenant with Glencore to amend the SSA (the “Amendment”). Pursuant to the Amendment, the parties thereto agreed to (i) permit the Company to undertake a re-domiciliation whereby the Company will be merged with and into MAC Limited, with MAC Limited continuing as the surviving company (“New MAC”) and (ii) amend the consideration payable to Glencore in connection with the acquisition of the CSA Mine whereby the Company and MAC-Sub will: (a) Pay at least $775 million in cash (with the potential to be scaled up to $875 million depending on equity demand) to Glencore (subject to customary closing accounts adjustment (including New MAC being liable for accounting fees in connection with the transaction) to reflect the working capital, net debt and tax liabilities of CMPL at the Closing; (b) Issue up to 10,000,000 ordinary shares of New MAC (the “New MAC Ordinary Shares”) at the Closing (the “Rollover Shares”) to Glencore (having a value of up to $100,000,000) with Glencore having the option to scale down the amount to $0 subject to MAC raising sufficient equity (with any scale-back to be reflected in the upfront cash payment scale-up, as set forth in subsection (a)); (c) Pay $75 million in a deferred cash payment on the following terms: (i) Payable upon New MAC’s listing on the Australian Stock Exchange or undertaking any alternative equity raise (up to 50% of the net proceeds from the raise, capped at US$75 million); (ii) the unpaid balance of the $75 million will accrue interest at a rate equivalent to what New MAC pays on its mezzanine subordinated term loan, set at SOFR plus a variable margin of (iii) any residual (up to the $75 million plus applicable interest) not paid in cash by the date that is twelve ( 12 -trading day VWAP before the issuance (“Equity Conversion Date”). If New MAC is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume (US$ equivalent) over the 20-trading day period before the Equity Conversion Date. If the New MAC Ordinary Shares cannot be issued to Glencore due to applicable law or the rules of any applicable stock exchange, Glencore, in its sole discretion, may delay the date for the issuance of the New MAC Ordinary Shares, noting that such right only delays the date for the issuance of the New MAC Ordinary Shares, which amount of New MAC Ordinary Shares will be set on the Equity Conversion Date (d) Pay $150 million in cash structured as two contingent payments ($75 million each) that are unsecured, fully subordinated and payable if, over the life of the CSA Mine, the average daily London Metal Exchange closing price is greater than: (i) $4.25/lb (US$9,370/mt) for any rolling 18-month period (commencing at Closing) (the “First Contingent Payment”); and (ii) $4.50/lb (US$9,920/mt) for any rolling 24-month The First Contingent Payment and the Second Contingent Payment will be payable as soon as the applicable payment trigger milestone has been achieved. However, if one or both of the milestones are met in the first three years post-Closing, the payment will only be made to the extent it does not constitute a breach of New MAC’s finance facilities in place at the Closing. To the extent payment would constitute a breach of the relevant facilities, New MAC will be subject to an obligation to use best endeavors to obtain the consent of all financiers for the payment to be made during the three-year window. For the avoidance of doubt, New MAC will be obligated to make the payments on the earlier of the first business day following (i) the refinancing of its senior debt, and (ii) the third anniversary of the Closing (being maturity of the senior debt), to the extent that First Contingent Payment and/or Second Contingent Payment has been triggered but not paid during the first three years post-Closing; (e) Enter into a Royalty Deed and Offtake Agreement as previously disclosed in the Current Report; and (f) Grant Glencore the right to appoint one (1) director to the New MAC board of directors for every 10% of New MAC Ordinary Shares that Glencore beneficially owns. On February 28, 2023, MAC-Sub, the Company and New MAC, as guarantors, entered into a syndicated facility agreement with Citibank, N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch, and National Bank of Canada (collectively, the “Senior Lenders”) and Citisecurities Limited, as agent for the Senior Lenders, to provide a senior syndicate loan facility to finance, in part, the Proposed Business Combination. The Senior Syndicated Facility provides amongst other facilities, a US$205 million acquisition term loan that can be used to fund in part the Business Combination Consideration. On March 10, 2023, MAC-Sub, the Company and MAC Limited, as guarantors, entered into a mezzanine debt facility loan note subscription agreement (the “Mezz Facility”) with Sprott Private Resource Lending II (Collector-2), LP, (the “Lender”) and Sprott Resource Lending Corp., as agent and security trustee for the Lender, to provide a mezzanine loan facility of US$135,000,000 to finance, in part, the Proposed Business Combination. Going Concern and Management’s Plan As of December 31, 2022, the Company had $42,314 of cash and a working capital deficit of $17,936,214. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Until the consummation of the Business Combination, the Company will be using the funds not held in the Trust Account. On April 13, 2022, the Company issued an unsecured promissory note (the “2022 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company could borrow up to $1,200,000 from the Sponsor for working capital needs, including transaction costs reasonably related to the consummation of the Proposed Business Combination (Refer to Note 5). On May 6, 2022, the Company borrowed $1,200,000 under the 2022 Sponsor Convertible Note. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note resulting in the issuance of 800,000 private placement warrants to the Sponsor, fully satisfying the Company’s obligation under the 2022 Sponsor Convertible Note. On October 25, 2022, the Company issued an unsecured non-convertible promissory note (the “October 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The October 2022 Note bears no interest and all unpaid principal under the note will be due and payable in full up to the earlier of (1) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of December 31, 2022, $300,000 was outstanding under the October 2022 Note. On December 21, 2022, the Company issued an unsecured non-convertible promissory note (the “December 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $1,254,533 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The December Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of December 31, 2022, $486,096 was outstanding under the December 2022 Note. On January 9, 2023, the Company issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Proposed Business Combination (Refer to Note 9). In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 2, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and the Company’s stockholders have not approved an extension by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that, should a Business Combination not occur, and an extension not be approved by the stockholders of the Company, the potential for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 2, 2023. The Company intends to continue to complete a Business Combination before the mandatory liquidation date. The Company is within 5 months of its mandatory liquidation date as of the time of filing of this Report. Risks and Uncertainties Results of operations and the Company’s ability to complete the Proposed Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination. Per the Going Concern note above, the Company intends to continue to complete the Proposed Business Combination before the mandatory liquidation date of August 2, 2023. However; the Company is within 5 months of its mandatory liquidation date as of the time of filing of this Report and without an extension it is highly unlikely that a different business combination would be consummated if the Proposed Business Combination failed. The condition precedent satisfaction date under the Share Sale Agreement (as amended) for the Proposed Business Combination is 28 April 2023 (“CP Date”). If all conditions precedent are not satisfied or waived by the CP Date and the parties don’t mutually agree an extension in writing, then both the Company and Glencore have the option to unilaterally elect to terminate the Share Sale Agreement. In the event the conditions precedent are not satisfied or waived in full by the CP Date and neither party elects to terminate, then the Share Sale Agreement remains binding on both parties until such date as one party elects to exercise its option to terminate |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp | ||
Significant Accounting Policies [Line Items] | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 24, 2023. The interim results for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future interim periods. The condensed consolidated financial statements include the accounts of a wholly-owned subsidiary Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”), a private company incorporated in Australia. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. MAC-Sub was solely incorporated for the purpose of the Proposed Business Combination and was dormant for 2022. Intercompany transactions for the period ended March 31, 2023 were eliminated upon consolidation. Revision of Prior Year Presentation Certain prior year amounts have been revised to conform to the current year presentation. These revisions had no effect on the reported results of operations. A revision has been made to the Statement of Operations for March 31, 2022, to revise the earnings per share for Class A Ordinary Shares and Class B Ordinary Shares to conform to the current year calculation in applying the two class method. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). The Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and qualifying for exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but that any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company had $35,075 and $42,314 of cash as of March 31, 2023 and December 31, 2022. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. Investments Held in Trust Account At March 31, 2023 and December 31, 2022, funds held in the Trust Account included $271,757,366 and $268,908,716 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of March 31, 2023 and December 31, 2022, the Company has not experienced losses on this account. The Investments Held in the Trust Account are invested in J.P. Morgan money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Treasury bonds are considered low-risk investments that are generally risk-free when held to maturity, since being fully backed by the U.S. government makes the risk of default extremely low. Convertible Debt The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. Debt Financing Costs The Company complies with the requirements of ASC 835-30-45-1A with respect to debt financing costs. Debt financing costs consist principally of legal and professional fees incurred through the balance sheet date that are directly related to the procurement of the Senior Syndicated Facility and the Mezz Facility. Debt financing costs incurred prior to the closing of the related debt instrument are capitalized and reported in the balance sheet as a long-term deferred asset until the closing of the related debt instrument at which time the accumulated debt financing costs are capitalized to the debt instrument as previously discussed. As of March 31, 2023 and December 31, 2022, $1,598,459 and $985,760, respectively, were capitalized and are included in deferred financing costs on the condensed consolidated balance sheets. On February 28, 2023 and March 10, 2023, the Company closed the Senior Syndicated Facility and the Mezz Facility respectively – Refer to Note 6. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the consolidated statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs totaling $26,713,571 (consisting of $5,302,956 of underwriting fees, $9,280,173 of deferred underwriting fees, $11,107,653 of fair value of founder shares sold to Anchor Investors, and $1,022,789 of other offering costs) were recognized. Of the $26,713,571 offering costs $1,984,130 were allocated to the Public and Private Warrants and included in other expenses for the period and $24,729,441 included in temporary equity. There were no offering costs incurred for the three months ended March 31, 2023. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the IPO (August 2, 2021) and re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are derivative instruments. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the consolidated statement of operations in the period of change. Warrant Instruments The Company accounts for the 13,666,666 warrants issued in connection with the IPO and Private Placement and the additional 504,927 public warrants and 201,971 private placement warrants associated with the exercise of the over-allotment, in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” under which the warrants do not meet the criteria for equity treatment and must, thereby, be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statements of operations. The fair value of warrants will be estimated using observable market inputs. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset that would be paid for the transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. All of the Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value and subsequently adjusted the redemption book value as of the IPO date for the earnings in the Trust Account. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. The carrying amount of ordinary shares subject to possible redemption excludes any potential reduction for up to $100,000 of funds held in trust that the Company may use to fund liquidation expenses. The Company will reduce the carrying amount of temporary equity for the availability of these funds only in the event that the Company’s liquidation becomes probable. As of March 31, 2023 and December 31, 2022, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 265,147,800 Less: Proceeds allocated to Public Warrants, net of offering costs (14,052,833) Ordinary share issuance costs (24,729,441) Plus: Remeasurement adjustment of carrying value to redemption value 42,543,190 Ordinary shares subject to possible redemption as of December 31, 2022 268,908,716 Plus: Remeasurement adjustment of carrying value to redemption value 2,848,650 Ordinary shares subject to possible redemption as of March 31, 2023 $ 271,757,366 Net (Loss) Income Per Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. In applying the two-class method, net income is shared pro rata between the two classes of shares whereas net losses, after adjustment for Trust income, are allocated solely to Class B ordinary shares, as Class A ordinary shares have no obligation to fund losses nor is their redemption feature reduced as a result of losses. Private and public warrants to purchase 14,373,564 Class A ordinary shares at $11.50 per share were issued on August 2, 2021, and September 3, 2021. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note, resulting in the issuance of 800,000 private placement warrants to the Sponsor. On January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the 2023 Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. Each private placement warrant entitles the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, or (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 (1) Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ 2,848,650 $ (8,075,792) $ 17,415 $ (5,866,228) Denominator: Weighted average shares outstanding 26,514,780 6,628,695 26,514,780 6,628,695 Basic and diluted net income/(loss) per ordinary share $ 0.11 $ (1.22) $ — $ (0.88) (1) Net loss per share for the three months ended March 31, 2022 for Class A Ordinary Shares and Class B Ordinary Shares have been revised to conform with current period presentation (See Note 2). Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. The Company is considered to be an exempted Cayman Islands company with connection to Australia via MAC-Sub as a taxable jurisdiction. MAC-Sub is dormant and the Company is therefore presently not subject to income taxes or income tax filing requirements in the Cayman Islands, United States or Australia. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts on an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. MAC-Sub was solely incorporated for the purpose of the Proposed Business Combination and was dormant for 2022. There were no intercompany transactions for the period ended December 31, 2022. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). The Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and qualifying for exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but that any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company had $42,314 and $954,974 of cash as of December 31, 2022 and 2021, respectively. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not Investments Held in Trust Account At December 31, 2022 and 2021, funds held in the Trust Account included $268,908,716 and $265,155,619, respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on this bank account. The Investments Held in the Trust Account are invested in J.P. Morgan money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Treasury bonds are considered low-risk investments that are generally risk-free when held to maturity, since being fully backed by the U.S. government makes the risk of default extremely low. Convertible Debt The Company accounts for conversion options embedded in convertible Promissory notes from Related Parties in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. Debt Financing Costs The Company complies with the requirements of ASC 835-30-45-1A with respect to debt financing costs. Debt financing costs consist principally of legal and professional fees incurred through the balance sheet date that are directly related to the procurement of the Senior Syndicated Facility and the Mezz Facility. Debt financing costs incurred prior to the closing of the related debt instrument are capitalized and reported in the balance sheet as a long-term deferred asset until the closing of the related debt instrument at which time the accumulated debt financing costs are capitalized to the debt instrument as previously discussed. As of December 31, 2022 and 2021, $985,760 and $0, respectively, were capitalized and are included in deferred financing costs on the consolidated balance sheets. On February 28, 2023 and March 10, 2023, the Company closed the Senior Syndicated Facility and the Mezz Facility respectively – Refer to Note 9, Subsequent Events. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the consolidated statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs totaling $26,713,571 (consisting of $5,302,956 of underwriting fees, $9,280,173 of deferred underwriting fees, $11,107,653 of fair value of founder shares sold to Anchor Investors, and $1,022,789 of other offering costs) were recognized. Of the $26,713,571 offering costs $1,984,130 were allocated to the Public and Private Warrants and included in other expenses and $24,729,441 included in temporary equity for the period ended December 31, 2021. There were no offering costs incurred for the year ended December 31, 2022. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the IPO (August 2, 2021) and re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are derivative instruments. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the consolidated statement of operations in the period of change. Warrant Instruments The Company accounts for the 13,666,666 warrants issued in connection with the IPO and Private Placement and the additional 504,927 public warrants and 201,971 private placement warrants associated with the exercise of the over-allotment, in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” under which the warrants do not meet the criteria for equity treatment and must, thereby, be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the instrument to fair value at each reporting period. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statements of operations. The fair value of warrants is determined by the closing price of the warrants on the last trading day of the reporting period. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset that would be paid for the transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheet. All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value and subsequently adjusted the redemption book value as of the IPO date for the earnings in the Trust Account. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. The carrying amount of ordinary shares subject to possible redemption excludes any potential reduction for up to $100,000 of funds held in trust that the Company may use to fund liquidation expenses. The Company will reduce the carrying amount of temporary equity for the availability of these funds only in the event that the Company’s liquidation becomes probable. As of December 31, 2022 and 2021, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 265,147,800 Less: Proceeds allocated to Public Warrants, net of offering costs (14,052,833) Ordinary share issuance costs (24,729,441) Plus: Remeasurement adjustment of carrying value to redemption value 38,782,274 Ordinary shares subject to possible redemption as of December 31, 2021 265,147,800 Plus: Remeasurement adjustment of carrying value to redemption value 3,760,916 Ordinary shares subject to possible redemption as of December 31, 2022 $ 268,908,716 Net (Loss) Income Per Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. In applying the two-class method, net income is shared pro rata between the two classes of shares whereas net losses, after adjustment for Trust income, are allocated solely to Class B ordinary shares, as Class A ordinary shares have no obligation to fund losses nor is their redemption feature reduced as a result of losses. Private and public warrants to purchase 14,373,564 Class A ordinary shares at $11.50 per share were issued on August 2, 2021, and September 3, 2021. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note, resulting in the issuance of 800,000 private placement warrants to the Sponsor. Each private placement warrant entitles the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, or (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): For the Period from March 11, 2021 For the Year Ended (inception) through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income (as adjusted) $ 3,753,097 $ (8,495,715) $ 7,354,212 $ 3,460,806 Denominator: Weighted average shares outstanding 26,514,780 6,628,695 13,451,926 6,403,525 Basic and diluted net (loss) income per ordinary share $ 0.14 $ (1.28) $ 0.54 $ 0.54 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s management does not expect any change in unrecognized tax benefits over the next 12 months. The Company is considered to be an exempted Cayman Islands company with connection to Australia via MAC-Sub as a taxable jurisdiction. MAC-Sub is dormant and the Company is therefore presently not subject to income taxes or income tax filing requirements in the Cayman Islands, United States or Australia. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts on an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp | ||
Subsidiary, Sale of Stock [Line Items] | ||
Initial Public Offering | Note 3 — Initial Public Offering Units On August 2, 2021, the Company consummated its IPO of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one The underwriter had a 45-day option from the date of the Company’s IPO (August 2, 2021) to purchase up to an additional 3,750,000 Units to cover over-allotments. On September 3, 2021, the underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Note 1) and $530,173 of deferred underwriting fees. On September 16, 2021, the remaining amounts under the over-allotment option expired unused and 558,805 Class B ordinary shares were forfeited by the Sponsor to the Company for no consideration. Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price; (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions); and (z) the volume-weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or if a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. If the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. If a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”); and ● if, and only if, the last reported sales price (the “Closing Price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity linked securities ) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Warrants — Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations, and the like) on the trading day before the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). | Note 3 — Initial Public Offering Units On August 2, 2021, the Company consummated its IPO of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one The underwriter had a 45-day option from the date of the Company’s IPO (August 2, 2021) to purchase up to an additional 3,750,000 Units to cover over-allotments. On September 3, 2021, the underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Note 1) and $530,173 of deferred underwriting fees. On September 16, 2021, the remaining amounts under the over-allotment option expired unused and 558,805 Class B ordinary shares were forfeited by the Sponsor to the Company for no consideration. Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price; (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions); and (z) the volume-weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or if a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. If the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. If a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”); and ● if, and only if, the last reported sales price (the “Closing Price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity linked securities ) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations, and the like) on the trading day before the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). |
Private Placement
Private Placement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp | ||
Subsidiary, Sale of Stock [Line Items] | ||
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $8,000,000 in the aggregate. Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor for an aggregate of 201,971 warrants to purchase Class A Ordinary Shares for $1.50 per warrant in a private placement with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (the “Additional Private Placement Warrants”), generating total proceeds of $302,956 (the “Private Placement Proceeds” and, together with the Option Unit Proceeds, the “Proceeds”) (see Note 1). On September 16, 2021, the remaining amounts under the over-allotment option expired unused. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable, or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $8,000,000 in the aggregate. Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor for an aggregate of 201,971 warrants to purchase Class A Ordinary Shares for $1.50 per warrant in a private placement with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (the “Additional Private Placement Warrants”), generating total proceeds of $302,956 (the “Private Placement Proceeds” and, together with the Option Unit Proceeds, the “Proceeds”) (see Note 1). On September 16, 2021, the remaining amounts under the over-allotment option expired unused. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable, or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp | ||
Related Party Transaction [Line Items] | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In March 2021, the Company’s Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of which 937,500 shares were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units. On September 16, 2021, the remaining amounts under the over-allotment option expired unused. Consequently, 558,805 shares were forfeited by the Sponsor for no consideration. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. On December 14, 2022, Ashley Zumwalt-Forbes and Black Mountain Storage LLC (collectively, the “Transferors”) entered into a Securities Assignment Agreement to assign and transfer an aggregate of 25,000 shares in the Sponsor that will convert on a one The employment agreements expected to be signed by management in connection with the close of the Proposed Business Combination provide for the grant of 336,000 restricted stock units. As these grants are contingent upon the close of the Proposed Business Combination no amounts have been recorded in these condensed consolidated financial statements. On April 14, 2023, the Company, New MAC and certain investors entered into subscription agreements (the “Subscription Agreements”), pursuant to which such investors agreed to subscribe for an aggregate of 11,362,506 ordinary shares, par value $0.0001 per share, of the Issuer (the “Subscribed Shares”) at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625,060 in a private placement or placements (the “Private Placements”) to be consummated immediately prior to or substantially concurrently with the consummation of the Proposed Business Combination. The private placement included related party transactions specified below. Michael James McMullen, Chief Executive Officer and a member of the board of directors of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $1,500,000. Katherine Crouse, spouse of Marthinus J. Crouse, Chief Financial Officer of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $250,000. Patrice Ellen Merrin, director of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $50,000. In connection with the Subscription Agreements, Green Mountain Metals, LLC, the Company’s sponsor, agreed to transfer an aggregate of 517,500 shares of Class B common stock (Founder Shares converted to ordinary common stock on closing of the Proposed Business Combination) of the Company that it currently holds to certain investors who agreed to subscribe for a significant number of Subscribed Shares Promissory Note — Related Party On October 25, 2022 the Company issued an unsecured promissory note (“the October 2022 Note”) to the Sponsor, pursuant to which the Company borrowed the maximum of $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The October 2022 Note bears no interest and all unpaid principal under the October 2022 Note will be due and payable in full the earlier of (i) August 2, 2023 and (ii) the consummation of the Business Combination. As of March 31, 2023 and December 31, 2022 $300,000 were outstanding under the October 2022 Note. On December 21, 2022, the Company issued an unsecured promissory note (the “December 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $1,254,533 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The December 2022 Note bears no interest and all unpaid principal under the December 2022 Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of March 31, 2023 and December 31, 2022, $1,187,496 and $486,096 were outstanding under the December 2022 Note, respectively. The Company assessed the October 2022 Note and December 2022 Note and calculated the difference between the face value and the present value of the notes and the difference of $68,744 was recorded as a contribution from the Sponsor on the statement of shareholders’ deficit as of March 31, 2023. The Company also calculated imputed interest on the notes under FASB ASC Topic 835-30, “Imputation of Interest” in the amount of $40,842 and recorded interest expense on the statement of operations as of March 31, 2023. On March 31, 2023, the Company issued an unsecured non-convertible promissory note (the “March 2023 Note”) to the Sponsor pursuant to which the Company may borrow up to $339,877 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The March 2023 Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine (“CSA Mine”) in the Company’s business combination. As of March 31, 2023, there was no amount outstanding under the March 2023 Note. Advances from Related Parties The Sponsor or an affiliate of the Sponsor incurred expenses on behalf of the Company only between the initial Company registration and the IPO. The liability was non-interest bearing and due on demand. During the year ended December 31, 2021, the Company received advances from related parties of $150,000 and were fully repaid at the close of the IPO. As at March 31, 2023 and December 31, 2022, there were no advances from Related Parties. Working Capital Loans – Convertible Promissory Note from Related Party To finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay the Working Capital Loans. If the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant, at the option of the lender. Such warrants would be identical to the Private Placement Warrants. At March 31, 2023 and December 31, 2022, there were no Working Capital Loans outstanding. On May 6, 2022, the Company entered into a convertible promissory note agreement with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,200,000. The 2022 Sponsor Convertible Note is non-interest bearing and payable on the earlier of (i) August 2, 2023, or (ii) the date on which the Company consummates the initial Business Combination. If the Company does not consummate the Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the 2022 Sponsor Convertible Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $1,200,000 of the 2022 Sponsor Convertible Note may be converted into warrants at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants; provided, however, that (i) the warrants will not be subject to forfeiture in connection with the Business Combination and (ii) the warrants will grant the holders the right to purchase one ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants. Concurrently with entering into the agreement, the Company borrowed $1,200,000 against the Sponsor Convertible Note. On May 24, 2022, the Sponsor exercised the conversion option and converted the issued and outstanding loan balance of $1,200,000 under the 2022 Sponsor Convertible Note into 800,000 private placement warrants. As of March 31, 2023, there were no outstanding amounts under the 2022 Sponsor Convertible Note. The Company assessed the provisions of the 2022 Sponsor Convertible Note under ASC 470-20. The derivative component of the obligation was initially valued and classified as a derivative liability. The conversion option was valued using a Monte Carlo Simulation method, which is considered to be a Level 3 fair value measurement and based on the following assumptions (see Note 6): May 24, 2022 May 6, 2022 Conversion Borrowing (Final (Initial Measurement) Measurement) Underlying warrant value $ 0.60 $ 0.80 Exercise price $ 1.50 $ 1.50 Holding period 0.35 0.40 Risk-free rate% 1.25 % 1.18 % Volatility% 59.57 % 55.35 % On January 9, 2023, the Company issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. All unpaid principal under the 2023 Sponsor Convertible Note will be due and payable in full on the earlier of (i) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination (the “Business Combination”) (such earlier date, the “Maturity Date”). Pursuant to the terms of the 2023 Sponsor Convertible Note, the Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the 2023 Sponsor Convertible Note, up to $300,000 in the aggregate, into warrants to purchase the Company’s Class A ordinary shares, par value $0.0001 per share, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. Concurrently upon the issuance of the 2023 Sponsor Convertible Note, on January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the 2023 Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. The Company assessed the provisions of the 2023 Sponsor Convertible Note under ASC 470-20 and determined due to the conversion of the note concurrent with the issuance of the promissory note there was no derivative component to be valued and recorded a warrant liability in the amount of $101,960 on January 9, 2023. | Note 5 — Related Party Transactions Founder Shares In March 2021, the Company’s Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of which 937,500 shares were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units. On September 16, 2021, the remaining amounts under the over-allotment option expired unused. Consequently, 558,805 shares were forfeited by the Sponsor for no consideration. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. On December 14, 2022, Ashley Zumwalt-Forbes and Black Mountain Storage LLC (collectively, the “Transferors”) entered into a Securities Assignment Agreement to assign and transfer an aggregate of 25,000 shares in the Sponsor that will convert on a one founder shares were transferred to the Recipient on December 23, 2022. The transfer of the founder shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. There are no vesting restrictions on the The employment agreements expected to be signed by management in connection with the close of the Proposed Business Combination provide for the grant of 336,000 restricted stock units. As these grants are contingent upon the close of the Proposed Business Combination no amounts have been recorded in these consolidated financial statements. Promissory Notes — Related Party On October 25, 2022 the Company issued an unsecured promissory note (“the October 2022 Note”) to the Sponsor, pursuant to which the Company borrowed the maximum of $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The October 2022 Note bears no interest and all unpaid principal under the October 2022 Note will be due and payable in full the earlier of (i) August 2, 2023 and (ii) the consummation of the Business Combination. As of December 31, 2022 and 2021, $300,000 and $0 were outstanding under the October 2022 Note. On December 21, 2022, the Company issued an unsecured promissory note (the “December 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $1,254,533 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The December 2022 Note bears no interest and all unpaid principal under the December 2022 Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of December 31, 2022 and 2021, Advances from Related Parties The Sponsor or an affiliate of the Sponsor incurred expenses on behalf of the Company only between the initial Company registration and the IPO. The liability was non-interest bearing and due on demand. During the year ended December 31, 2021, the Company received advances from related parties of $150,000 and were fully repaid at the close of the IPO. As at December 31, 2021 and 2022 there were no advances from Related Parties. Working Capital Loans – Convertible Promissory Notes from Related Party To finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay the Working Capital Loans. If the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant, at the option of the lender. Such warrants would be identical to the Private Placement Warrants. At December 31, 2022 and 2021, there were no Working Capital Loans outstanding. On May 6, 2022, the Company entered into a convertible promissory note agreement with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,200,000. The 2022 Sponsor Convertible Note is non-interest bearing and payable on the earlier of (i) August 2, 2023, or (ii) the date on which the Company consummates the initial Business Combination. If the Company does not consummate the Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the 2022 Sponsor Convertible Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $1,200,000 of the 2022 Sponsor Convertible Note may be converted into warrants at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants; provided, however, that (i) the warrants will not be subject to forfeiture in connection with the Business Combination and (ii) the warrants will grant the holders the right to purchase one ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants. Concurrently with entering into the agreement, the Company borrowed $1,200,000 against the 2022 Sponsor Convertible Note. On May 24, 2022, the Sponsor exercised the conversion option and converted the issued and outstanding loan balance of $1,200,000 under the 2022 Sponsor Convertible Note into 800,000 private placement warrants. As of December 31, 2022, there were no outstanding amounts under the 2022 Sponsor Convertible Note. The Company assessed the provisions of the 2022 Sponsor Convertible Note under ASC 470-20. The derivative component of the obligation was initially valued and classified as a derivative liability. The conversion option was valued using a Monte Carlo Simulation method, which is considered to be a Level 3 fair value measurement and based on the following assumptions (see Note 6): May 24, 2022 May 6, 2022 Conversion Borrowing (Final (Initial Measurement) Measurement) Underlying warrant value $ 0.60 $ 0.80 Exercise price $ 1.50 $ 1.50 Holding period 0.35 0.40 Risk-free rate% 1.25 % 1.18 % Volatility% 59.57 % 55.35 % |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Recurring Fair Value Measurements | Note 6 — Recurring Fair Value Measurements As of March 31, 2023 and December 31, 2022, the Company’s warrant liability was valued at $10,992,098 and $7,442,633. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. As of March 31, 2023 and December 31, 2022, the closing price of the Public Warrants was determined to be an appropriate estimate for the fair value of Private Placement Warrants due to a make-whole provision in the contractual terms of the Private Placement Warrants Agreement and reclassified to Level 2. On September 20, 2021, the Company’s Public Warrants began trading on the New York Stock Exchange. As such, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in an active market (the New York Stock Exchange) for identical assets or liabilities that the Company can access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. All of the Company’s trust assets on the balance sheet consist of U. S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 271,757,366 $ — $ — $ 271,757,366 $ — $ — Liabilities: Public Warrants $ 6,319,356 $ — $ — Private Placement Warrants — 4,672,742 — $ 6,319,356 $ 4,672,742 $ — The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 268,908,716 $ — $ — $ 268,908,716 $ — $ — Liabilities: Public Warrants $ 4,335,166 $ — $ — Private Placement Warrants — 3,107,467 — $ 4,335,167 $ 3,107,467 $ — The Company established the initial fair value for the Warrants on August 2, 2021, the date of the consummation of the Company’s IPO and September 3, 2021, the date of the Underwriter’s partial exercise of its over-allotment option, respectively. The Company used a Black-Scholes model to value the Public and Private Warrants. The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The conversion option liability of the 2022 Sponsor Convertible Note was valued using a Monte Carlo simulation model which values each borrowing at borrowing date and is revalued at each subsequent conversion and reporting date. The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the conversion option liability is the expected volatility of the common stock. The expected volatility was implied from the Company’s own Public Warrant pricing. Other key assumptions used in connection with the Monte Carlo model were holding period, risk free rate, exercise price, and underlying warrant value, which were based on market conditions, management assumptions, and terms of the 2022 Sponsor Convertible Note (see Note 5). The following table provides a reconciliation of changes in fair value liability of the beginning and ending balances for the Company’s Private Placement Warrants as Level 3: Fair value at December 31, 2021 $ 3,265,830 Promissory note conversion 480,000 Change in fair value (324,766) Private Placement Warrants reclassified to level 2 (3,421,064) Fair Value at December 31, 2022 $ — Except for the transfer from Level 3 to Level 1 for the Public Warrants and Level 3 to Level 2 for the Private Warrants, there were no other transfers between Levels 1, 2 or 3 for the year ended December 31, 2022 and for the three months ended March 31, 2023. | Note 6 — Recurring Fair Value Measurements As of December 31, 2022 and 2021, the Company’s warrant liability was valued at $7,442,633 and$8,440,008, respectively. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. The Company’s warrant liability for the Private Placement Warrants was based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets for the period ended December 31, 2021. The fair value of the Private Placement Warrant liability units was classified within Level 3 of the fair value hierarchy at December 31, 2021. For the year ended December 31, 2022, the closing price of the Public Warrants was determined to be an appropriate estimate for the fair value of Private Placement Warrants due to a make-whole provision in the contractual terms of the Private Placement Warrants Agreement and reclassified to Level 2. On September 20, 2021, the Company’s Public Warrants began trading on the New York Stock Exchange. As such, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in an active market (the New York Stock Exchange) for identical assets or liabilities that the Company can access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. All of the Company’s trust assets on the balance sheet consist of U. S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 268,908,716 $ — $ — $ 268,908,716 $ — $ — Liabilities: Public Warrants $ 4,335,166 $ — $ — Private Placement Warrants — 3,107,467 — $ 4,335,167 $ 3,107,467 $ — The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 265,155,619 $ — $ — $ 265,155,619 $ — $ — Liabilities: Public Warrants $ 5,214,574 $ — $ — Private Placement Warrants — — 3,265,830 $ 5,214,574 $ — $ 3,265,830 The Company established the initial fair value for the Warrants on August 2, 2021, the date of the consummation of the Company’s IPO and September 3, 2021, the date of the Underwriter’s partial exercise of its over-allotment option, respectively. The Company used a Black-Scholes model to value the Public and Private Warrants at that time. The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The conversion option liability of the 2022 Sponsor Convertible Note was valued using a Monte Carlo simulation model which values each borrowing at borrowing date and is revalued at each subsequent conversion and reporting date. The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the conversion option liability is the expected volatility of the common stock. The expected volatility was implied from the Company’s own Public Warrant pricing. Other key assumptions used in connection with the Monte Carlo model were holding period, risk free rate, exercise price, and underlying warrant value, which were based on market conditions, management assumptions, and terms of the 2022 Sponsor Convertible Note (see Note 5). The following table provides quantitative information regarding Level 3 fair value measurements of Private Placement Warrants: December 31, 2021 Share price $ 9.69 Strike price $ 11.50 Term (in years) 5.50 Volatility 10.7 % Risk-free rate 1.30 % Dividend yield 0 % The following table provides a reconciliation of changes in fair value liability of the beginning and ending balances for the Company’s Private Placement Warrants as Level 3: Fair value at December 31, 2021 $ 3,265,830 Promissory note conversion 480,000 Change in fair value (324,766) Private Placement Warrants reclassified to level 2 (3,421,064) Fair Value at December 31, 2022 $ — Except for the transfer from Level 3 to Level 1 for the Public Warrants and Level 3 to Level 2 for the Private Warrants, there were no other transfers between Levels 1, 2 or 3 for the year ended December 31, 2022 and 2021. |
Deferred Liabilities, Commitmen
Deferred Liabilities, Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp | ||
Deferred Liabilities and Commitments and Contingencies [Line Items] | ||
Deferred Liabilities, Commitments and Contingencies | Note 7 — Deferred Liabilities, Commitments and Contingencies Registration Rights The holders of the (i) Founder shares (which were issued in a private placement prior to the closing of the IPO), (ii) Private Placement Warrants (which were issued in a private placement simultaneously with the closing of the IPO) and (iii) Private Placement Warrants (that may be issued upon conversion of Working Capital Loans) will have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On September 3, 2021, the underwriter partially exercised its over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Note 1). On September 16, 2021, the remaining amounts under the over-allotment option expired unused. The underwriter was paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO (including the Over-Allotment Units), or $5,302,956. Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% or $9,280,173 of the gross proceeds of the IPO (including the Over-Allotment Units) held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Legal Services Agreement Legal services rendered by U.S. General Counsel are accrued on a quarterly basis but deferred for settlement until the closing of the Proposed Business Combination. The accrued fees as of March 31, 2023 and December 31, 2022 were $4,168,087 and $3,373,124, respectively. These amounts are included in deferred liabilities on the consolidated balance sheets. Tax Planning Services Agreement Tax planning services rendered by the Company’s tax advisor are accrued on a monthly basis but deferred for settlement until the closing of the Proposed Business Combination. The deferred fees as of March 31, 2023 and December 31, 2022 were $662,562 and $544,119, respectively. These amounts are included in deferred liabilities on the consolidated balance sheets. Glencore Deed of Consent and Side Letter On November 22, 2022, the Company, MAC-Sub and New MAC entered into a Deed of Consent and Covenant (the “Deed of Consent and Covenant”) with Glencore to amend the SSA (the “Amendment”). Pursuant to the Amendment, the Company agreed to assume the costs related to the auditing fees associated with CMPL. The fees are being paid by Glencore and are repayable by the Company to Glencore at the earliest of the closing of the Proposed Business Combination or the cessation thereof. The deferred fees payable to Glencore as of March 31, 2023 and December 31, 2022 were $4,530,101 and $2,995,087, respectively. These amounts are included in deferred liabilities on the consolidated balance sheets. On April 21, 2023, the Company, MAC-Sub, New MAC and Glencore entered into the CMPL Share Sale Agreement Side Letter (the “Side Letter”). Pursuant to the Side Letter, the Sunset Date (as defined in the SSA) has been extended from April 28, 2023 to June 1, 2023. In addition, MAC, MAC-Sub, and MAC Limited have requested that Glencore procure legal opinions relating to certain of its Related Bodies Corporate (as defined in the SSA). Pursuant to the Side Letter, MAC, MAC-Sub, and New MAC agreed to reimburse Glencore for any fees incurred in connection with procuring such legal opinions. Senior Syndicated Facility Agreement On February 28, 2023, MAC-Sub, the Company and New MAC, as guarantors, entered into a syndicated facility agreement (“SFA”) with Citibank, N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch, and National Bank of Canada (collectively, the “Senior Lenders”) and Citisecurities Limited, as agent for the Senior Lenders, to provide a senior syndicate loan facility to finance, in part, the Proposed Business Combination. The SFA provides for, among other things, three credit facilities (collectively, the “Senior Facilitates”) as follows: (i) a $ 205 million acquisition term loan (“Facility A”) that can be used to fund the Business Combination Consideration, requires quarterly repayments that are sculpted as necessary to meet a Debt Service Cover Ratio minimum of 1.50 x but can be mandatorily repaid by way of a ‘sweep’ of excess cash available to the MAC-Sub and each of its subsidiaries such that on the last day of each quarter, MAC-Sub must apply 30% of all excess cash in repayment of Facility A applied in inverse order of maturity, and is fully amortized over a notational 5 year loan life based on agreed financial modelling as described in the SFA; (ii) a $25 million revolving credit facility (“Facility B”) that can be used only for general corporate purposes post-closing of the Business Combination, requires repayments such that all loans under Facility B are repaid on or before the date that is 3 years after the date of financial close under the SFA (the “Termination Date”); and (iii) a A $40 million letter of credit facility (“Facility C”) that is for performance guarantees in favor of the government of New South Wales in relation to the environmental rehabilitation obligations of the CSA Mine and for other financial bank guarantees, as required, requires repayment on the Termination Date. At present Facility A and Facility B are fully committed, with Facility C not yet having received full commitments, but structured on the basis that a further lender can accede to the SFA to fund that Facility C. The rate of interest for Facility A and B is calculated from the aggregate of i) the margin (being a fixed The SFA is subject to customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. Loan Note Subscription Agreement – Mezzanine Debt Facility and Equity Subscription Agreement On March 10, 2023, MAC-Sub, the Company and MAC Limited, as guarantors, entered into a mezzanine debt facility loan note subscription agreement (the “Mezz Facility”) with Sprott Private Resource Lending II (Collector-2), LP, (the “Lender”) and Sprott Resource Lending Corp., as agent and security trustee for the Lender, to provide a mezzanine loan facility to finance, in part, the Proposed Business Combination. The Mezz Facility provides for, among other things, $135,000,000 total funding available to MAC with a maturity of five ( 5 LME Copper Price Margin Payment <$3.40/lb 12.00 % 100% capitalized / 0% Cash >$3.40/lb to $3.85/lb 10.00 % 60% capitalized / 40% Cash >$3.85/lb 8.00 % 0% capitalized / 100% Cash Equity Subscription Agreement Concurrently, in connection with the Mezz Facility, New MAC, the Company, Sprott Private Resource Lending II (Collector), LP (the “Equity Subscriber”) and Sprott Private Resource Lending II (Collector-2), LP, (the “Warrant Subscriber”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Equity Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares (the “Subscribed Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $15,000,000. In addition, in accordance with the terms of the Mezz Facility, and subject to the consummation of the transactions contemplated thereby, the Warrant Subscriber will receive 3,187,500 warrants to purchase New MAC Ordinary Shares (the “New MAC Financing Warrants”) once the Mezz Facility begins. Each New MAC Financing Warrant will entitle the holder to purchase one New MAC Ordinary Share. The New MAC Financing Warrant documentation will contain customary anti-dilution clauses. The New MAC Financing Warrants will be fully transferrable and will last for the full term of the Mezz Facility with an exercise price of US$12.50 per share. Upon exercise, New MAC may either (i) cash-settle the New MAC Warrants, or (ii) direct the holder to offset the exercise price against the outstanding principal amount of the facility. New MAC may elect to accelerate the exercise date for the New MAC Financing Warrants if New MAC Ordinary Shares are quoted on a recognized stock exchange as over two (2) times the exercise price for twenty ( 20 The obligations to consummate the transactions contemplated by the Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Mezz Facility and the Proposed Business Combination Agreement. Silver Purchase Agreement, Silver Stream Equity Subscription, Redemptions Backstop Facility On March 20, 2023, MAC-Sub, a wholly owned subsidiary of the Company, as a seller psa entity, the Company and New MAC following the Proposed Business Combination, as seller, entered into a silver purchase agreement (the “Silver Stream”) with Osisko Bermuda Limited (the “Purchaser”), pursuant to which the Purchaser will advance to New MAC a $75,000,000 upfront cash deposit (the “Silver Deposit”) on account of future deliveries of refined silver by New MAC to the Purchaser referenced to silver production from the CSA Mine (as defined below). The amount of the Silver Deposit will be increased by an additional $15,000,000 if the average silver market price quoted by the London Bullion Market Association (the “LBMA”) is $25.50 per ounce or more over the ten ( 10 The Silver Deposit will be used by New MAC to finance, in part, the Proposed Business Combination. The Silver Stream provides for the sale by New MAC to the Purchaser of an amount of refined silver equal to 100% of payable silver (calculated as 90% of produced silver) produced by the CSA Mine during the life of mine. The Purchaser will make ongoing cash payments for refined silver delivered equal to 4% (the “Silver Cash Price”) of the silver price quoted on the LBMA for one ounce of refined silver on the day prior to the date of delivery (the “Silver Market Price”). Until the Silver Deposit is reduced to nil, the Purchaser shall credit the difference between the Silver Market Price and the Silver Cash Price against the outstanding Silver Deposit. After the Silver Deposit is reduced to nil, the Purchaser will pay only the Silver Cash Price for each ounce of refined silver. Additionally, pursuant to the Silver Stream, the Purchaser has been granted a right of first refusal with respect to any royalty, stream or similar interest in the metals or other minerals mined from a project now or hereafter owned by MAC or any affiliate of New MAC that a third party offers to purchase from New MAC or any affiliate of New MAC (the “ROFR”). The ROFR, applies until the later to occur of: (i) seven ( 7 Except as otherwise described above and customary terms and conditions for stream transactions, the Silver Stream contains substantially similar representations and warranties, covenants, events of default and other provisions as the SFA governing the three senior credit facilities. The Silver Stream is subject to the completion of the Senior Facilities, Mezz Facility and the Business Combination. Silver Stream Equity Subscription Agreement Concurrently, on March 20, 2023, New MAC and the Company entered into a subscription agreement with Osisko Bermuda Limited (the “Subscriber”) (the “Silver Stream Subscription Agreement”) pursuant to which the Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of $15,000,000. The subscription is conditional upon the completion of the Silver Stream, Senior Facilities, Mezz Facility and the Proposed Business Combination. The Silver Stream Subscription Agreement provides for, among other things, the terms of the equity issue which are identical to the PIPE financing in connection with the Proposed Business Combination Redemptions Backstop Facility New MAC, the Company and the Purchaser entered into a Redemptions Backstop Facility, consisting of a Copper Purchase Agreement (as defined below) with an upfront deposit of up to $75,000,000 and up to a $25,000,000 equity subscription (to be subscribed for on a pro-rata basis equal to the proportion of the deposit under the Copper Purchase Agreement that New MAC elects to draw on prior to the closing of the Proposed Business Combination (the “Copper Stream Subscription Agreement” (as defined below)). The deposit to be made available under the Redemptions Backstop Facility is drawable at New MAC’s discretion in the event there is a shortfall of funds required for the Proposed Business Combination. The Redemptions Backstop Facility is subject to the completion of the Senior Facilities, Mezz Facility, Silver Stream and the Proposed Business Combination. Copper Purchase Agreement On March 20, 2023, MAC-Sub, as a seller psa entity, the Company and New MAC, as sellers, entered into a copper purchase agreement (the “Copper Stream”) with the Purchaser, pursuant to which the Purchaser will make available to New MAC an upfront cash deposit of up to $75,000,000 (the “Available Copper Deposit”) on account of future deliveries of refined copper by New MAC to the Purchaser referenced to copper production from the CSA Mine. New MAC may draw on the Available Copper Deposit in whole or in part by providing notice to the Purchaser no less than ten ( 10 The Copper Stream provides for the sale by New MAC to the Purchaser of an amount of refined copper equal to the Copper Stream Percentage (as defined below) of payable copper (being 96.2% of produced copper) produced by the CSA Mine during the life of the mine. For the purposes of the Copper Stream, the “Copper Stream Percentage” shall mean during the following periods: Time Period % Payable Copper Closing to 1st Anniversary of the Closing Date — % 1st Anniversary of the Closing Date to 5th Anniversary 3.00 % 5th Anniversary until 33,000 metric tonnes of Refined Copper delivered to the Purchaser (the “Threshold Quantity”) 4.875 % Thereafter from the date that the Threshold Quantity has been met 2.25 % The Threshold Quantity and Copper Stream Percentage will be adjusted on a pro rata basis in accordance with the Elected Deposit Percentage. In addition, under the Copper Stream, New MAC may elect to reduce the Copper Stream Percentage and the Threshold Quantity on the 5th anniversary of the closing date to the amounts and percentages set out in the Copper Stream upon making a one-time payment of $40,000,000 or $20,000,000, respectively. The Purchaser will make ongoing cash payments for refined copper delivered equal to 4% (the “Copper Cash Price”) of the cash settlement price for one tonne of refined copper quoted by the LME on the date prior to the date of delivery (the “Copper Market Price”). Until the Copper Deposit is reduced to nil, the Purchaser shall credit the difference between the Copper Market Price and the Copper Cash Price against the outstanding Copper Deposit. After the Copper Deposit is reduced to nil, the Purchaser will pay only the Copper Cash Price for each tonne of refined copper. Except as otherwise described above and customary terms and conditions for stream transactions, the Copper Stream contains substantially similar representations and warranties, covenants, events of default and other provisions as the SFA governing the Senior Facilities. The Copper Stream is subject to the completion of the Senior Facilities, Mezz Facility, Silver Stream and the Proposed Business Combination. Copper Stream Equity Subscription Agreement Concurrently, on March 20, 2023, New MAC and the Company entered into a subscription agreement with Osisko Bermuda Limited (the “Subscriber”) (the “Copper Stream Subscription Agreement”) pursuant to which the Subscriber has committed to purchase up to 2,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of up to $25,000,000. The number of shares purchased by the Subscriber shall be adjusted on a pro-rata basis proportional to the percentage of the Available Copper Deposit (as defined in the Copper Stream) drawn down by New MAC under the Copper Stream. The subscription is conditional upon the completion of the Copper Stream, Silver Stream, Senior Facilities, Mezz Facility and the Business Combination. The Copper Stream Subscription Agreement provides for, among other things, the terms of the equity issue which are identical to the PIPE financing in connection with the Proposed Business Combination. | Note 7 — Deferred Liabilities, Commitments and Contingencies Registration Rights The holders of the (i) founder shares (which were issued in a private placement prior to the closing of the IPO), (ii) Private Placement Warrants (which were issued in a private placement simultaneously with the closing of the IPO) and (iii) Private Placement Warrants (that may be issued upon conversion of Working Capital Loans) will have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On September 3, 2021, the underwriter partially exercised its over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Note 1). On September 16, 2021, the remaining amounts under the over-allotment option expired unused. The underwriter was paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO (including the Over-Allotment Units), or $5,302,956. Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% or $9,280,173 of the gross proceeds of the IPO (including the Over-Allotment Units) held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Legal Services Agreement Legal services rendered by U.S. General Counsel are accrued on a quarterly basis but deferred for settlement until the closing of the Proposed Business Combination. The accrued fees as of December 31, 2022 and 2021 were $3,373,124 and $517,611, respectively. These amounts are included in deferred liabilities on the consolidated balance sheet. Tax Planning Services Agreement Tax planning services rendered by the Company’s tax advisor are accrued on a monthly basis but deferred for settlement until the closing of the Proposed Business Combination. The deferred fees as of December 31, 2022 and 2021 were $544,119 and $0, respectively. These amounts are included in deferred liabilities on the consolidated balance sheet. Glencore Deed of Consent On November 22, 2022, the Company, MAC-Sub and Metals Acquisition Limited (“MAC Limited”) entered into a Deed of Consent and Covenant (the “Deed of Consent and Covenant”) with Glencore to amend the SSA (the “Amendment”). Pursuant to the Amendment, the Company agreed to assume the costs related to the auditing fees associated with CMPL. The fees are being paid by Glencore and are repayable by the Company to Glencore at the earliest of of the closing of the Proposed Business Combination or the cessation thereof. The deferred fees payable to Glencore as of December 31, 2022 and 2021 were $2,995,087 and $0, respectively. These amounts are included in deferred liabilities on the consolidated balance sheet. CMPL Share Sale Agreement Side Letter Pursuant to the Side Letter, which further amended the Share Sale Agreement (the “Side Letter”), MAC, MAC-Sub, MAC Limited and Glencore agreed to reimburse Glencore for any fees incurred in connection with procuring such legal opinions that they requested Glencore procure relating to certain of its Related Bodies Corporate (as defined in the Share Sale Agreement). In addition, the Side Letter extended the Sunset Date from April 28, 2023 to June 1, 2023. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp | ||
Class of Stock [Line Items] | ||
Shareholders' Deficit | Note 8 — Shareholders’ Deficit Preference Shares— Class A Ordinary Shares— Class B Ordinary Shares— Pursuant to the Anchor Investment, the Sponsor sold 1,272,500 founder shares to the Anchor Investors at the same price the Sponsor purchased the founder shares from the Company (approximately $0.003 per share). The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of ordinary shares issued and outstanding upon the consummation of the IPO, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the team or any of their affiliates upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as specified in the Company’s amended and restated memorandum and articles of association or as required by law or the applicable rules of the NYSE then in effect, holders of the founder shares and holders of the public shares will vote together as a single class, with each share entitling the holder to one vote. | Note 8 — Shareholders’ Deficit Preference Shares outstanding Class A Ordinary Shares Class B Ordinary Shares Pursuant to the Anchor Investment, the Sponsor sold 1,272,500 founder shares to the Anchor Investors at the same price the Sponsor purchased the founder shares from the Company (approximately $0.003 per share). The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of ordinary shares issued and outstanding upon the consummation of the IPO, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the team or any of their affiliates upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as specified in the Company’s amended and restated memorandum and articles of association or as required by law or the applicable rules of the NYSE then in effect, holders of the founder shares and holders of the public shares will vote together as a single class, with each share entitling the holder to one vote. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp | ||
Subsequent Event | ||
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were available to be issued. The Company did not identify any subsequent events, other than listed below, that would have required adjustment in the unaudited condensed consolidated financial statements. In connection with the Proposed Business Combination, on April 14, 2023, the Company, New MAC and certain investors entered into subscription agreements (the “Subscription Agreements”), pursuant to which such investors agreed to subscribe for an aggregate of 11,362,506 ordinary shares, par value $0.0001 per share, of the Issuer (the “Subscribed Shares”) at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625,060 in a private placement or placements (the “Private Placements”) to be consummated immediately prior to or substantially concurrently with the consummation of the Proposed Business Combination. The obligations of the parties to consummate the transactions contemplated by the Subscription Agreements shall be contingent upon, among other things, customary closing conditions and the consummation of the Proposed Business Combination. The Subscription Agreements will terminate upon the earlier of (i) such date and time as the Share Sale Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of the Company and Subscriber to terminate the Subscription Agreements, or (iii) August 2, 2023. Michael James McMullen, Chief Executive Officer and a member of the board of directors of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $1,500,000. Katherine Crouse, spouse of Marthinus J. Crouse, Chief Financial Officer of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $250,000. Patrice Ellen Merrin, director of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $50,000. In connection with the Subscription Agreements, Green Mountain Metals, LLC, the Company’s sponsor, agreed to transfer an aggregate of 517,500 shares of Class B common stock (Founder Shares converted to ordinary common stock on closing of the Proposed Business Combination) of the Company that it currently holds to certain investors who agreed to subscribe for a significant number of Subscribed Shares. On April 21, 2023, the Company, MAC-Sub, New MAC and Glencore entered into the CMPL Share Sale Agreement Side Letter (the “Side Letter”). Pursuant to the Side Letter, the Sunset Date (as defined in the SSA) has been extended from April 28, 2023 to June 1, 2023. In addition, MAC, MAC-Sub, and MAC Limited have requested that Glencore procure legal opinions relating to certain of its Related Bodies Corporate (as defined in the SSA). Pursuant to the Side Letter, MAC, MAC-Sub, and New MAC agreed to reimburse Glencore for any fees incurred in connection with procuring such legal opinions. | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements were issued. The Company did not identify any subsequent events, other than listed below, that would have required adjustment or disclosure in the consolidated financial statements. Working Capital Loans - Convertible Promissory Note from Related Party On January 9, 2023, the Company issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. All unpaid principal under the 2023 Sponsor Convertible Note will be due and payable in full on the earlier of (i) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination (the “Business Combination”) (such earlier date, the “Maturity Date”). Pursuant to the terms of the 2023 Sponsor Convertible Note, the Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the 2023 Sponsor Convertible Note, up to $300,000 in the aggregate, into warrants to purchase the Company’s Class A ordinary shares, par value $0.0001 per share, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. Concurrently upon the issuance of the 2023 Sponsor Convertible Note, on January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the 2023 Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. Senior Syndicated Facility Agreement On February 28, 2023, MAC-Sub, the Company and New MAC, as guarantors, entered into a syndicated facility agreement (“SFA”) with Citibank, N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch, and National Bank of Canada (collectively, the “Senior Lenders”) and Citisecurities Limited, as agent for the Senior Lenders, to provide a senior syndicate loan facility to finance, in part, the Proposed Business Combination. The SFA provides for, among other things, three credit facilities (collectively, the “Senior Facilitates”) as follows: (i) a $205 million acquisition term loan (“Facility A”) that can be used to fund the Business Combination Consideration, requires quarterly repayments that are sculpted as necessary to meet a Debt Service Cover Ratio minimum of 1.50 x but can be mandatorily repaid by way of a ‘sweep’ of excess cash available to the MAC-Sub and each of its subsidiaries such that on the last day of each quarter, MAC-Sub must apply 30% of all excess cash in repayment of Facility A applied in inverse order of maturity, and is fully amortized over a notational 5 year loan life based on agreed financial modelling as described in the SFA; (ii) a $25 million revolving credit facility (“Facility B”) that can be used only for general corporate purposes post-closing of the Business Combination, requires repayments such that all loans under Facility B are repaid on or before the date that is 3 years after the date of financial close under the SFA (the “Termination Date”); and (iii) a A $40 million letter of credit facility (“Facility C”) that is for performance guarantees in favor of the government of New South Wales in relation to the environmental rehabilitation obligations of the CSA Mine and for other financial bank guarantees, as required, requires repayment on the Termination Date. At present Facility A and Facility B are fully committed, with Facility C not yet having received full commitments, but structured on the basis that a further lender can accede to the SFA to fund that Facility C. The rate of interest for Facility A and B is calculated from the aggregate of i) the margin (being a fixed The SFA is subject to customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. Loan Note Subscription Agreement – Mezzanine Debt Facility and Equity Subscription Agreement On March 10, 2023, MAC-Sub, the Company and MAC Limited, as guarantors, entered into a mezzanine debt facility loan note subscription agreement (the “Mezz Facility”) with Sprott Private Resource Lending II (Collector-2), LP, (the “Lender”) and Sprott Resource Lending Corp., as agent and security trustee for the Lender, to provide a mezzanine loan facility to finance, in part, the Proposed Business Combination. The Mezz Facility provides for, among other things, $135,000,000 total funding available to MAC with a maturity of five (5) years from the closing of the Business Combination. The interest rate on the Mezz Facility will be paid on a quarterly basis and is calculated as the aggregate of (i) the Interest Rate Margin (outlined below), and (ii) the greater of the 3-month term SOFR rate or 2.00% per annum. The Interest Rate Margin is calculated based on the copper price on the first day of each calendar quarter as quoted on the London Metal Exchange (“LME”). The variation in the copper price will determine the margin rate as well as the composition of interest payments (being either cash and/or capitalized to the principal (provided no event of default is continuing) as described below: LME Copper Price Margin Payment <$3.40/lb 12.00 % 100% capitalized / 0% Cash >$3.40/lb to $3.85/lb 10.00 % 60% capitalized / 40% Cash >$3.85/lb 8.00 % 0% capitalized / 100% Cash Equity Subscription Agreement Concurrently, in connection with the Mezz Facility, New MAC, the Company, Sprott Private Resource Lending II (Collector), LP (the “Equity Subscriber”) and Sprott Private Resource Lending II (Collector-2), LP, (the “Warrant Subscriber”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Equity Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares (the “Subscribed Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $15,000,000. In addition, in accordance with the terms of the Mezz Facility, and subject to the consummation of the transactions contemplated thereby, the Warrant Subscriber will receive 3,187,500 warrants to purchase New MAC Ordinary Shares (the “New MAC Financing Warrants”) once the Mezz Facility begins. Each New MAC Financing Warrant will entitle the holder to purchase one New MAC Ordinary Share. The New MAC Financing Warrant documentation will contain customary anti-dilution clauses. The New MAC Financing Warrants will be fully transferrable and will last for the full term of the Mezz Facility with an exercise price of US$12.50 per share. Upon exercise, New MAC may either (i) cash-settle the New MAC Warrants, or (ii) direct the holder to offset the exercise price against the outstanding principal amount of the facility. New MAC may elect to accelerate the exercise date for the New MAC Financing Warrants if New MAC Ordinary Shares are quoted on a recognized stock exchange as over two (2) times the exercise price for twenty (20) consecutive trading days. The obligations to consummate the transactions contemplated by the Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Mezz Facility and the Proposed Business Combination Agreement. Silver Purchase Agreement, Silver Stream Equity Subscription, Redemptions Backstop Facility On March 20, 2023, MAC-Sub, a wholly owned subsidiary of the Company, as a seller psa entity, the Company and New MAC following the Proposed Business Combination, as seller, entered into a silver purchase agreement (the “Silver Stream”) with Osisko Bermuda Limited (the “Purchaser”), pursuant to which the Purchaser will advance to New MAC a $75,000,000 upfront cash deposit (the “Silver Deposit”) on account of future deliveries of refined silver by New MAC to the Purchaser referenced to silver production from the CSA Mine (as defined below). The amount of the Silver Deposit will be increased by an additional $15,000,000 if the average silver market price quoted by the London Bullion Market Association (the “LBMA”) is $25.50 per ounce or more over the ten ( 10 The Silver Deposit will be used by New MAC to finance, in part, the Proposed Business Combination. The Silver Stream provides for the sale by New MAC to the Purchaser of an amount of refined silver equal to 100% of payable silver (calculated as 90% of produced silver) produced by the CSA Mine during the life of mine. The Purchaser will make ongoing cash payments for refined silver delivered equal to 4% (the “Silver Cash Price”) of the silver price quoted on the LBMA for one ounce of refined silver on the day prior to the date of delivery (the “Silver Market Price”). Until the Silver Deposit is reduced to nil, the Purchaser shall credit the difference between the Silver Market Price and the Silver Cash Price against the outstanding Silver Deposit. After the Silver Deposit is reduced to nil, the Purchaser will pay only the Silver Cash Price for each ounce of refined silver. Additionally, pursuant to the Silver Stream, the Purchaser has been granted a right of first refusal with respect to any royalty, stream or similar interest in the metals or other minerals mined from a project now or hereafter owned by MAC or any affiliate of New MAC that a third party offers to purchase from New MAC or any affiliate of New MAC (the “ROFR”). The ROFR, applies until the later to occur of: (i) seven ( 7 of the issued share capital of New MAC. Except as otherwise described above and customary terms and conditions for stream transactions, the Silver Stream contains substantially similar representations and warranties, covenants, events of default and other provisions as the SFA governing the three senior credit facilities. The Silver Stream is subject to the completion of the Senior Facilities, Mezz Facility and the Business Combination. Silver Stream Equity Subscription Agreement Concurrently, on March 20, 2023, New MAC and the Company entered into a subscription agreement with Osisko Bermuda Limited (the “Subscriber”) (the “Silver Stream Subscription Agreement”) pursuant to which the Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of $15,000,000. The subscription is conditional upon the completion of the Silver Stream, Senior Facilities, Mezz Facility and the Proposed Business Combination. The Silver Stream Subscription Agreement provides for, among other things, the terms of the equity issue which are identical to the PIPE financing in connection with the Proposed Business Combination Redemptions Backstop Facility New MAC, the Company and the Purchaser entered into a Redemptions Backstop Facility, consisting of a Copper Purchase Agreement (as defined below) with an upfront deposit of up to $75,000,000 and up to a $25,000,000 equity subscription (to be subscribed for on a pro-rata basis equal to the proportion of the deposit under the Copper Purchase Agreement that New MAC elects to draw on prior to the closing of the Proposed Business Combination (the “Copper Stream Subscription Agreement” (as defined below)). The deposit to be made available under the Redemptions Backstop Facility is drawable at New MAC’s discretion in the event there is a shortfall of funds required for the Proposed Business Combination. The Redemptions Backstop Facility is subject to the completion of the Senior Facilities, Mezz Facility, Silver Stream and the Proposed Business Combination. Copper Purchase Agreement On March 20, 2023, MAC-Sub, as a seller psa entity, the Company and New MAC, as sellers, entered into a copper purchase agreement (the “Copper Stream”) with the Purchaser, pursuant to which the Purchaser will make available to New MAC an upfront cash deposit of up to $75,000,000 (the “Available Copper Deposit”) on account of future deliveries of refined copper by New MAC to the Purchaser referenced to copper production from the CSA Mine. New MAC may draw on the Available Copper Deposit in whole or in part by providing notice to the Purchaser no less than ten ( 10 The Copper Stream provides for the sale by New MAC to the Purchaser of an amount of refined copper equal to the Copper Stream Percentage (as defined below) of payable copper (being 96.2% of produced copper) produced by the CSA Mine during the life of the mine. For the purposes of the Copper Stream, the “Copper Stream Percentage” shall mean during the following periods: Time Period % Payable Copper Closing to 1 st 0% 1 st th 3.00% 5 th 4.875% Thereafter from the date that the Threshold Quantity has been met 2.25% The Threshold Quantity and Copper Stream Percentage will be adjusted on a pro rata basis in accordance with the Elected Deposit Percentage. In addition, under the Copper Stream, New MAC may elect to reduce the Copper Stream Percentage and the Threshold Quantity on the 5th anniversary of the closing date to the amounts and percentages set out in the Copper Stream upon making a one-time payment of $40,000,000 or $20,000,000, respectively . The Purchaser will make ongoing cash payments for refined copper delivered equal to 4% (the “Copper Cash Price”) of the cash settlement price for one tonne of refined copper quoted by the LME on the date prior to the date of delivery (the “Copper Market Price”). Until the Copper Deposit is reduced to nil, the Purchaser shall credit the difference between the Copper Market Price and the Copper Cash Price against the outstanding Copper Deposit. After the Copper Deposit is reduced to nil, the Purchaser will pay only the Copper Cash Price for each tonne of refined copper. Except as otherwise described above and customary terms and conditions for stream transactions, the Copper Stream contains substantially similar representations and warranties, covenants, events of default and other provisions as the SFA governing the Senior Facilities. The Copper Stream is subject to the completion of the Senior Facilities, Mezz Facility, Silver Stream and the Proposed Business Combination. Copper Stream Equity Subscription Agreement Concurrently, on March 20, 2023, New MAC and the Company entered into a subscription agreement with Osisko Bermuda Limited (the “Subscriber”) (the “Copper Stream Subscription Agreement”) pursuant to which the Subscriber has committed to purchase up to 2,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of up to $25,000,000. The number of shares purchased by the Subscriber shall be adjusted on a pro-rata basis proportional to the percentage of the Available Copper Deposit (as defined in the Copper Stream) drawn down by New MAC under the Copper Stream. The subscription is conditional upon the completion of the Copper Stream, Silver Stream, Senior Facilities, Mezz Facility and the Business Combination. The Copper Stream Subscription Agreement provides for, among other things, the terms of the equity issue which are identical to the PIPE financing in connection with the Proposed Business Combination. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) - CIK0001853021 Metals Acquisition Corp | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 24, 2023. The interim results for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future interim periods. The condensed consolidated financial statements include the accounts of a wholly-owned subsidiary Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”), a private company incorporated in Australia. | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. MAC-Sub was solely incorporated for the purpose of the Proposed Business Combination and was dormant for 2022. Intercompany transactions for the period ended March 31, 2023 were eliminated upon consolidation. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. MAC-Sub was solely incorporated for the purpose of the Proposed Business Combination and was dormant for 2022. There were no intercompany transactions for the period ended December 31, 2022. |
Revision of Prior Year Presentation | Revision of Prior Year Presentation Certain prior year amounts have been revised to conform to the current year presentation. These revisions had no effect on the reported results of operations. A revision has been made to the Statement of Operations for March 31, 2022, to revise the earnings per share for Class A Ordinary Shares and Class B Ordinary Shares to conform to the current year calculation in applying the two class method. | |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). The Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and qualifying for exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but that any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). The Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and qualifying for exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but that any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company had $35,075 and $42,314 of cash as of March 31, 2023 and December 31, 2022. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. | Cash and Cash Equivalents The Company had $42,314 and $954,974 of cash as of December 31, 2022 and 2021, respectively. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not |
Investments Held in Trust Account | Investments Held in Trust Account At March 31, 2023 and December 31, 2022, funds held in the Trust Account included $271,757,366 and $268,908,716 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). | Investments Held in Trust Account At December 31, 2022 and 2021, funds held in the Trust Account included $268,908,716 and $265,155,619, respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of March 31, 2023 and December 31, 2022, the Company has not experienced losses on this account. The Investments Held in the Trust Account are invested in J.P. Morgan money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Treasury bonds are considered low-risk investments that are generally risk-free when held to maturity, since being fully backed by the U.S. government makes the risk of default extremely low. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on this bank account. The Investments Held in the Trust Account are invested in J.P. Morgan money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Treasury bonds are considered low-risk investments that are generally risk-free when held to maturity, since being fully backed by the U.S. government makes the risk of default extremely low. |
Convertible Debt | Convertible Debt The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. | Convertible Debt The Company accounts for conversion options embedded in convertible Promissory notes from Related Parties in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. |
Debt Financing Costs | Debt Financing Costs The Company complies with the requirements of ASC 835-30-45-1A with respect to debt financing costs. Debt financing costs consist principally of legal and professional fees incurred through the balance sheet date that are directly related to the procurement of the Senior Syndicated Facility and the Mezz Facility. Debt financing costs incurred prior to the closing of the related debt instrument are capitalized and reported in the balance sheet as a long-term deferred asset until the closing of the related debt instrument at which time the accumulated debt financing costs are capitalized to the debt instrument as previously discussed. As of March 31, 2023 and December 31, 2022, $1,598,459 and $985,760, respectively, were capitalized and are included in deferred financing costs on the condensed consolidated balance sheets. On February 28, 2023 and March 10, 2023, the Company closed the Senior Syndicated Facility and the Mezz Facility respectively – Refer to Note 6. | Debt Financing Costs The Company complies with the requirements of ASC 835-30-45-1A with respect to debt financing costs. Debt financing costs consist principally of legal and professional fees incurred through the balance sheet date that are directly related to the procurement of the Senior Syndicated Facility and the Mezz Facility. Debt financing costs incurred prior to the closing of the related debt instrument are capitalized and reported in the balance sheet as a long-term deferred asset until the closing of the related debt instrument at which time the accumulated debt financing costs are capitalized to the debt instrument as previously discussed. As of December 31, 2022 and 2021, $985,760 and $0, respectively, were capitalized and are included in deferred financing costs on the consolidated balance sheets. On February 28, 2023 and March 10, 2023, the Company closed the Senior Syndicated Facility and the Mezz Facility respectively – Refer to Note 9, Subsequent Events. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the consolidated statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs totaling $26,713,571 (consisting of $5,302,956 of underwriting fees, $9,280,173 of deferred underwriting fees, $11,107,653 of fair value of founder shares sold to Anchor Investors, and $1,022,789 of other offering costs) were recognized. Of the $26,713,571 offering costs $1,984,130 were allocated to the Public and Private Warrants and included in other expenses for the period and $24,729,441 included in temporary equity. There were no offering costs incurred for the three months ended March 31, 2023. | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the consolidated statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs totaling $26,713,571 (consisting of $5,302,956 of underwriting fees, $9,280,173 of deferred underwriting fees, $11,107,653 of fair value of founder shares sold to Anchor Investors, and $1,022,789 of other offering costs) were recognized. Of the $26,713,571 offering costs $1,984,130 were allocated to the Public and Private Warrants and included in other expenses and $24,729,441 included in temporary equity for the period ended December 31, 2021. There were no offering costs incurred for the year ended December 31, 2022. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the IPO (August 2, 2021) and re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are derivative instruments. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the consolidated statement of operations in the period of change. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the IPO (August 2, 2021) and re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are derivative instruments. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the consolidated statement of operations in the period of change. |
Warrant Instruments | Warrant Instruments The Company accounts for the 13,666,666 warrants issued in connection with the IPO and Private Placement and the additional 504,927 public warrants and 201,971 private placement warrants associated with the exercise of the over-allotment, in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” under which the warrants do not meet the criteria for equity treatment and must, thereby, be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statements of operations. The fair value of warrants will be estimated using observable market inputs. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. | Warrant Instruments The Company accounts for the 13,666,666 warrants issued in connection with the IPO and Private Placement and the additional 504,927 public warrants and 201,971 private placement warrants associated with the exercise of the over-allotment, in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” under which the warrants do not meet the criteria for equity treatment and must, thereby, be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the instrument to fair value at each reporting period. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statements of operations. The fair value of warrants is determined by the closing price of the warrants on the last trading day of the reporting period. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset that would be paid for the transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset that would be paid for the transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. All of the Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value and subsequently adjusted the redemption book value as of the IPO date for the earnings in the Trust Account. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. The carrying amount of ordinary shares subject to possible redemption excludes any potential reduction for up to $100,000 of funds held in trust that the Company may use to fund liquidation expenses. The Company will reduce the carrying amount of temporary equity for the availability of these funds only in the event that the Company’s liquidation becomes probable. As of March 31, 2023 and December 31, 2022, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 265,147,800 Less: Proceeds allocated to Public Warrants, net of offering costs (14,052,833) Ordinary share issuance costs (24,729,441) Plus: Remeasurement adjustment of carrying value to redemption value 42,543,190 Ordinary shares subject to possible redemption as of December 31, 2022 268,908,716 Plus: Remeasurement adjustment of carrying value to redemption value 2,848,650 Ordinary shares subject to possible redemption as of March 31, 2023 $ 271,757,366 | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheet. All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value and subsequently adjusted the redemption book value as of the IPO date for the earnings in the Trust Account. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. The carrying amount of ordinary shares subject to possible redemption excludes any potential reduction for up to $100,000 of funds held in trust that the Company may use to fund liquidation expenses. The Company will reduce the carrying amount of temporary equity for the availability of these funds only in the event that the Company’s liquidation becomes probable. As of December 31, 2022 and 2021, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 265,147,800 Less: Proceeds allocated to Public Warrants, net of offering costs (14,052,833) Ordinary share issuance costs (24,729,441) Plus: Remeasurement adjustment of carrying value to redemption value 38,782,274 Ordinary shares subject to possible redemption as of December 31, 2021 265,147,800 Plus: Remeasurement adjustment of carrying value to redemption value 3,760,916 Ordinary shares subject to possible redemption as of December 31, 2022 $ 268,908,716 |
Net (Loss) Income Per Share | Net (Loss) Income Per Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. In applying the two-class method, net income is shared pro rata between the two classes of shares whereas net losses, after adjustment for Trust income, are allocated solely to Class B ordinary shares, as Class A ordinary shares have no obligation to fund losses nor is their redemption feature reduced as a result of losses. Private and public warrants to purchase 14,373,564 Class A ordinary shares at $11.50 per share were issued on August 2, 2021, and September 3, 2021. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note, resulting in the issuance of 800,000 private placement warrants to the Sponsor. On January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the 2023 Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. Each private placement warrant entitles the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, or (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 (1) Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ 2,848,650 $ (8,075,792) $ 17,415 $ (5,866,228) Denominator: Weighted average shares outstanding 26,514,780 6,628,695 26,514,780 6,628,695 Basic and diluted net income/(loss) per ordinary share $ 0.11 $ (1.22) $ — $ (0.88) (1) Net loss per share for the three months ended March 31, 2022 for Class A Ordinary Shares and Class B Ordinary Shares have been revised to conform with current period presentation (See Note 2). | Net (Loss) Income Per Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. In applying the two-class method, net income is shared pro rata between the two classes of shares whereas net losses, after adjustment for Trust income, are allocated solely to Class B ordinary shares, as Class A ordinary shares have no obligation to fund losses nor is their redemption feature reduced as a result of losses. Private and public warrants to purchase 14,373,564 Class A ordinary shares at $11.50 per share were issued on August 2, 2021, and September 3, 2021. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note, resulting in the issuance of 800,000 private placement warrants to the Sponsor. Each private placement warrant entitles the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, or (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): For the Period from March 11, 2021 For the Year Ended (inception) through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income (as adjusted) $ 3,753,097 $ (8,495,715) $ 7,354,212 $ 3,460,806 Denominator: Weighted average shares outstanding 26,514,780 6,628,695 13,451,926 6,403,525 Basic and diluted net (loss) income per ordinary share $ 0.14 $ (1.28) $ 0.54 $ 0.54 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. The Company is considered to be an exempted Cayman Islands company with connection to Australia via MAC-Sub as a taxable jurisdiction. MAC-Sub is dormant and the Company is therefore presently not subject to income taxes or income tax filing requirements in the Cayman Islands, United States or Australia. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s management does not expect any change in unrecognized tax benefits over the next 12 months. The Company is considered to be an exempted Cayman Islands company with connection to Australia via MAC-Sub as a taxable jurisdiction. MAC-Sub is dormant and the Company is therefore presently not subject to income taxes or income tax filing requirements in the Cayman Islands, United States or Australia. As such, the Company’s tax provision was zero for the period presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts on an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts on an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) - CIK0001853021 Metals Acquisition Corp | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | ||
Summary of ordinary shares subject to possible redemption | Gross proceeds from IPO $ 265,147,800 Less: Proceeds allocated to Public Warrants, net of offering costs (14,052,833) Ordinary share issuance costs (24,729,441) Plus: Remeasurement adjustment of carrying value to redemption value 42,543,190 Ordinary shares subject to possible redemption as of December 31, 2022 268,908,716 Plus: Remeasurement adjustment of carrying value to redemption value 2,848,650 Ordinary shares subject to possible redemption as of March 31, 2023 $ 271,757,366 | Gross proceeds from IPO $ 265,147,800 Less: Proceeds allocated to Public Warrants, net of offering costs (14,052,833) Ordinary share issuance costs (24,729,441) Plus: Remeasurement adjustment of carrying value to redemption value 38,782,274 Ordinary shares subject to possible redemption as of December 31, 2021 265,147,800 Plus: Remeasurement adjustment of carrying value to redemption value 3,760,916 Ordinary shares subject to possible redemption as of December 31, 2022 $ 268,908,716 |
Summary of basic and diluted net income per ordinary share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 (1) Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ 2,848,650 $ (8,075,792) $ 17,415 $ (5,866,228) Denominator: Weighted average shares outstanding 26,514,780 6,628,695 26,514,780 6,628,695 Basic and diluted net income/(loss) per ordinary share $ 0.11 $ (1.22) $ — $ (0.88) (1) Net loss per share for the three months ended March 31, 2022 for Class A Ordinary Shares and Class B Ordinary Shares have been revised to conform with current period presentation (See Note 2). | For the Period from March 11, 2021 For the Year Ended (inception) through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income (as adjusted) $ 3,753,097 $ (8,495,715) $ 7,354,212 $ 3,460,806 Denominator: Weighted average shares outstanding 26,514,780 6,628,695 13,451,926 6,403,525 Basic and diluted net (loss) income per ordinary share $ 0.14 $ (1.28) $ 0.54 $ 0.54 |
Related Party Transactions (Tab
Related Party Transactions (Tables) - CIK0001853021 Metals Acquisition Corp | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions | ||
Summary of quantitative information regarding Level 3 fair value measurements | December 31, 2021 Share price $ 9.69 Strike price $ 11.50 Term (in years) 5.50 Volatility 10.7 % Risk-free rate 1.30 % Dividend yield 0 % | |
Convertible promissory note | ||
Related Party Transactions | ||
Summary of quantitative information regarding Level 3 fair value measurements | May 24, 2022 May 6, 2022 Conversion Borrowing (Final (Initial Measurement) Measurement) Underlying warrant value $ 0.60 $ 0.80 Exercise price $ 1.50 $ 1.50 Holding period 0.35 0.40 Risk-free rate% 1.25 % 1.18 % Volatility% 59.57 % 55.35 % | May 24, 2022 May 6, 2022 Conversion Borrowing (Final (Initial Measurement) Measurement) Underlying warrant value $ 0.60 $ 0.80 Exercise price $ 1.50 $ 1.50 Holding period 0.35 0.40 Risk-free rate% 1.25 % 1.18 % Volatility% 59.57 % 55.35 % |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) - CIK0001853021 Metals Acquisition Corp | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Summary of assets and liabilities that were measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 271,757,366 $ — $ — $ 271,757,366 $ — $ — Liabilities: Public Warrants $ 6,319,356 $ — $ — Private Placement Warrants — 4,672,742 — $ 6,319,356 $ 4,672,742 $ — The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 268,908,716 $ — $ — $ 268,908,716 $ — $ — Liabilities: Public Warrants $ 4,335,166 $ — $ — Private Placement Warrants — 3,107,467 — $ 4,335,167 $ 3,107,467 $ — | Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 268,908,716 $ — $ — $ 268,908,716 $ — $ — Liabilities: Public Warrants $ 4,335,166 $ — $ — Private Placement Warrants — 3,107,467 — $ 4,335,167 $ 3,107,467 $ — Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 265,155,619 $ — $ — $ 265,155,619 $ — $ — Liabilities: Public Warrants $ 5,214,574 $ — $ — Private Placement Warrants — — 3,265,830 $ 5,214,574 $ — $ 3,265,830 |
Summary of reconciliation of changes in fair value liability of the beginning and ending balances for the Company's Warrants | Fair value at December 31, 2021 $ 3,265,830 Promissory note conversion 480,000 Change in fair value (324,766) Private Placement Warrants reclassified to level 2 (3,421,064) Fair Value at December 31, 2022 $ — | Fair value at December 31, 2021 $ 3,265,830 Promissory note conversion 480,000 Change in fair value (324,766) Private Placement Warrants reclassified to level 2 (3,421,064) Fair Value at December 31, 2022 $ — |
Deferred Liabilities, Commitm_2
Deferred Liabilities, Commitments and Contingencies (Tables) - CIK0001853021 Metals Acquisition Corp | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Deferred Liabilities and Commitments and Contingencies [Line Items] | ||
Schedule of variation in the copper price will determine the margin rate as well as the composition of interest payments (being either cash and/or capitalized to the principal | LME Copper Price Margin Payment <$3.40/lb 12.00 % 100% capitalized / 0% Cash >$3.40/lb to $3.85/lb 10.00 % 60% capitalized / 40% Cash >$3.85/lb 8.00 % 0% capitalized / 100% Cash | LME Copper Price Margin Payment <$3.40/lb 12.00 % 100% capitalized / 0% Cash >$3.40/lb to $3.85/lb 10.00 % 60% capitalized / 40% Cash >$3.85/lb 8.00 % 0% capitalized / 100% Cash |
Schedule of proportions of total payable copper | Time Period % Payable Copper Closing to 1st Anniversary of the Closing Date — % 1st Anniversary of the Closing Date to 5th Anniversary 3.00 % 5th Anniversary until 33,000 metric tonnes of Refined Copper delivered to the Purchaser (the “Threshold Quantity”) 4.875 % Thereafter from the date that the Threshold Quantity has been met 2.25 % | Time Period % Payable Copper Closing to 1 st 0% 1 st th 3.00% 5 th 4.875% Thereafter from the date that the Threshold Quantity has been met 2.25% |
Organization and Business Ope_2
Organization and Business Operations and Going Concern and Management's Plan (Details) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Apr. 14, 2023 USD ($) $ / shares shares | Mar. 10, 2023 USD ($) $ / shares shares | Nov. 22, 2022 USD ($) | Nov. 22, 2022 USD ($) shares | Nov. 22, 2022 USD ($) | Nov. 22, 2022 USD ($) | Nov. 22, 2022 USD ($) item | Nov. 22, 2022 USD ($) $ / MT | Nov. 22, 2022 USD ($) director | Nov. 22, 2022 USD ($) $ / m | Mar. 17, 2022 USD ($) $ / shares shares | Sep. 16, 2021 USD ($) shares | Sep. 03, 2021 USD ($) $ / shares shares | Aug. 02, 2021 USD ($) $ / shares shares | Mar. 11, 2021 item | Mar. 31, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Feb. 28, 2023 USD ($) | Jan. 09, 2023 USD ($) $ / shares shares | May 24, 2022 USD ($) $ / shares shares | May 06, 2022 USD ($) $ / shares shares | Apr. 13, 2022 USD ($) | Mar. 31, 2022 shares | |
CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Condition for future business combination number of businesses minimum | item | 1 | 1 | ||||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||
Forfeiture of 558,805 founder shares (in shares) | shares | 558,805 | 558,805 | ||||||||||||||||||||||||
Transaction cost in accumulated deficit | $ 1,984,130 | |||||||||||||||||||||||||
Deferred underwriting discount | $ 9,280,173 | $ 9,280,173 | ||||||||||||||||||||||||
Other expenses | 1,984,130 | |||||||||||||||||||||||||
Temporary equity | $ 24,729,441 | |||||||||||||||||||||||||
Payments for investment in Trust Account | $ 265,147,800 | $ 265,147,800 | ||||||||||||||||||||||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80 | 80 | ||||||||||||||||||||||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50 | 50 | ||||||||||||||||||||||||
Condition for future business combination use of proceeds percentage | 100 | 100 | ||||||||||||||||||||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | 2 days | ||||||||||||||||||||||||
Condition for future business combination threshold Net Tangible Assets | $ 100,000 | |||||||||||||||||||||||||
Business combination period | 24 months | |||||||||||||||||||||||||
Redemption period upon closure | 24 months | |||||||||||||||||||||||||
Threshold business days for redemption of public shares | 10 days | |||||||||||||||||||||||||
Maximum allowed dissolution expenses | $ 100,000 | |||||||||||||||||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||||||||||||||||||
Percentage of beneficial ownership interest, right to appoint one director | 10% | |||||||||||||||||||||||||
Cash | $ 35,075 | 954,974 | 42,314 | $ 954,974 | ||||||||||||||||||||||
Amount outstanding | $ 786,096 | |||||||||||||||||||||||||
Number of shares issued | shares | 1,500,000 | |||||||||||||||||||||||||
Aggregate purchase price | $ 15,000,000 | $ 25,000 | ||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp | Syndicated facility agreement | Senior Syndicated Facility | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Acquisition term loan | $ 205,000,000 | |||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp | Mezz Facility | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Variable margin | 2% | |||||||||||||||||||||||||
Mezzanine loan facility | $ 135,000,000 | |||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp | Mezz Facility | Subsequent Event | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Variable margin | 2% | |||||||||||||||||||||||||
Mezzanine loan facility | $ 135,000,000 | |||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp | Subscription Agreements | Subsequent Event | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||||||||||||
Number of shares issued | shares | 11,362,506 | |||||||||||||||||||||||||
Aggregate purchase price | $ 113,625,060 | |||||||||||||||||||||||||
Aggregate number of shares agreed to transfer | shares | 11,362,506 | |||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp | Subscription Agreements | Subsequent Event | Chief Executive Officer | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate purchase price | $ 1,500,000 | |||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp | Subscription Agreements | Subsequent Event | Chief Financial Officer | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate purchase price | 250,000 | |||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp | Subscription Agreements | Subsequent Event | Director | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate purchase price | $ 50,000 | |||||||||||||||||||||||||
Convertible Debt [Member] | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | |||||||||||||||||||||||||
Glencore | CIK0001853021 Metals Acquisition Corp | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Option to scale down, value of shares | $ 0 | |||||||||||||||||||||||||
Maximum amount of deferred cash payment out of net proceeds from the equity raise | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||||||||||||
Maximum percentage of deferred cash payment on net proceeds from the equity raise | 50% | |||||||||||||||||||||||||
SSA | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Percentage of issued share capital | 100% | |||||||||||||||||||||||||
Percentage of royalty | 1.50% | |||||||||||||||||||||||||
Consideration transferred | $ 1,050,000,000 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 50,000,000 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 5,000,000 | |||||||||||||||||||||||||
CMPL | Glencore | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Period for payment of deferred cash and applicable interest from Closing | 12 months | |||||||||||||||||||||||||
Number of directors, right to appoint | director | 1 | |||||||||||||||||||||||||
CMPL | Glencore | CIK0001853021 Metals Acquisition Corp | SSA | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Percentage of issued share capital | 100% | |||||||||||||||||||||||||
Cash consideration | $ 1,050,000,000 | |||||||||||||||||||||||||
Consideration, value of shares | $ 50,000,000 | |||||||||||||||||||||||||
Consideration, number of shares | shares | 5,000,000 | |||||||||||||||||||||||||
Percentage of royalty | 1.50% | |||||||||||||||||||||||||
CMPL | Glencore | CIK0001853021 Metals Acquisition Corp | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Option to scale down, value of shares | 0 | |||||||||||||||||||||||||
Deferred cash payment | $ 75,000,000 | 75,000,000 | $ 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 | $ 75,000,000 | 75,000,000 | ||||||||||||||||||
Period for payment of deferred cash and applicable interest from Closing | 12 months | |||||||||||||||||||||||||
Period for calculating VWAP | 20 days | |||||||||||||||||||||||||
Milestones payment period | 3 years | |||||||||||||||||||||||||
Total contingent payment in cash | $ 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||||||||||||
Amount of each contingent payment | 75,000,000 | 75,000,000 | $ 75,000,000 | 75,000,000 | $ 75,000,000 | 75,000,000 | $ 75,000,000 | 75,000,000 | ||||||||||||||||||
Number of directors, right to appoint | director | 1 | |||||||||||||||||||||||||
Number of contingent payments | item | 2 | |||||||||||||||||||||||||
Percentage of discount on issuance of additional New MAC Ordinary Shares | 30% | |||||||||||||||||||||||||
Maximum amount of deferred cash payment out of net proceeds from the equity raise | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||||||||||||
Maximum percentage of deferred cash payment on net proceeds from the equity raise | 50% | |||||||||||||||||||||||||
Warrants [Member] | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Issuance costs | $ 1,984,130 | |||||||||||||||||||||||||
Private Placement Warrants | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Maximum threshold period for registration statement to become effective after business combination | 30 days | |||||||||||||||||||||||||
Public Warrants | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | $ 11.50 | ||||||||||||||||||||||||
Class A Ordinary Shares | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | 11.50 | $ 11.50 | |||||||||||||||||||||||
Warrants issued upon conversion of notes | shares | 14,373,564 | 14,373,564 | ||||||||||||||||||||||||
Class A Ordinary Shares | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp | SSA | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Class A Ordinary Shares | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Price of warrant | $ / shares | $ 11.50 | |||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Class A Ordinary Shares | Public Warrants | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Class A Ordinary Shares | Public Warrants | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Class B Ordinary Shares | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Number of shares issued | shares | 7,187,500 | |||||||||||||||||||||||||
IPO | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Number of units sold | shares | 25,000,000 | |||||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||||||||||||
Proceeds from issuance initial public offering | $ 250,000,000 | |||||||||||||||||||||||||
Underwriting fees | $ 5,302,956 | $ 5,302,956 | $ 5,302,956 | |||||||||||||||||||||||
Deferred underwriting fees | 9,280,173 | $ 9,280,173 | 9,280,173 | |||||||||||||||||||||||
Number of warrants in a unit | shares | 0.33 | |||||||||||||||||||||||||
Transaction costs | 26,713,571 | $ 26,713,571 | 26,713,571 | 26,713,571 | 26,713,571 | |||||||||||||||||||||
Underwriting discounts | 5,302,956 | 5,302,956 | ||||||||||||||||||||||||
Deferred underwriting discount | 9,280,173 | 9,280,173 | 9,280,173 | |||||||||||||||||||||||
Investments fair value | 11,107,653 | |||||||||||||||||||||||||
Other offering costs | $ 1,022,789 | 1,022,789 | 1,022,789 | 1,022,789 | 1,022,789 | |||||||||||||||||||||
Temporary equity | 24,729,441 | 24,729,441 | ||||||||||||||||||||||||
Minimum net tangible assets upon consummation of business combination | 5,000,001 | 5,000,001 | ||||||||||||||||||||||||
IPO | Warrants [Member] | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Other expenses | $ 1,984,130 | $ 1,984,130 | ||||||||||||||||||||||||
IPO | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Transaction costs | 1,984,130 | 1,984,130 | ||||||||||||||||||||||||
IPO | Public Warrants | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Transaction costs | $ 26,713,571 | $ 26,713,571 | ||||||||||||||||||||||||
IPO | Class A Ordinary Shares | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Number of shares in a unit | shares | 1 | |||||||||||||||||||||||||
Private Placement | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||||||||||||||||||||||
Price of warrant | $ / shares | $ 1.50 | |||||||||||||||||||||||||
Proceeds from sale of Private Placement Warrants | $ 302,956 | |||||||||||||||||||||||||
Warrants issued upon conversion of notes | shares | 201,971 | |||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | ||||||||||||||||||||||||
Private Placement | CIK0001853021 Metals Acquisition Corp | Subsequent Event | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||||||||||||
Aggregate purchase price | $ 113,625,060 | |||||||||||||||||||||||||
Private Placement | CIK0001853021 Metals Acquisition Corp | Subscription Agreements | Subsequent Event | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||||||||||||
Number of shares issued | shares | 11,362,506 | |||||||||||||||||||||||||
Aggregate purchase price | $ 113,625,060 | |||||||||||||||||||||||||
Private Placement | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Price of warrant | $ / shares | $ 1.50 | |||||||||||||||||||||||||
Proceeds from sale of Private Placement Warrants | $ 8,000,000 | |||||||||||||||||||||||||
Maximum threshold period for registration statement to become effective after business combination | 30 days | |||||||||||||||||||||||||
Warrants issued upon conversion of notes | shares | 5,333,333 | |||||||||||||||||||||||||
Private Placement | Class A Ordinary Shares | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Over-allotment option | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Number of units sold | shares | 1,514,780 | 3,750,000 | 3,750,000 | 3,750,000 | ||||||||||||||||||||||
Proceeds from issuance initial public offering | $ 9,280,173 | |||||||||||||||||||||||||
Maximum units to be issued | shares | 3,750,000 | |||||||||||||||||||||||||
Proceeds from issuance of units | $ 15,147,800 | |||||||||||||||||||||||||
Underwriting fees | 302,956 | |||||||||||||||||||||||||
Deferred underwriting fees | 530,173 | |||||||||||||||||||||||||
Percentage of offering price outstanding units | 78.3 | 78.3 | ||||||||||||||||||||||||
Percentage of decrease in outstanding offering units | 73.8 | 73.8 | ||||||||||||||||||||||||
Underwriting discounts | 302,956 | |||||||||||||||||||||||||
Deferred underwriting discount | $ 530,173 | |||||||||||||||||||||||||
Over-allotment option | Class A Ordinary Shares | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Price of warrant | $ / shares | $ 11.50 | |||||||||||||||||||||||||
First Contingent Payment | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Rolling period | 18 months | |||||||||||||||||||||||||
Second Contingent Payment | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Rolling period | 24 months | |||||||||||||||||||||||||
Minimum | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Cash consideration | 775,000,000 | |||||||||||||||||||||||||
Minimum | SOFR | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Variable margin | 8% | |||||||||||||||||||||||||
Minimum | First Contingent Payment | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Average daily London Metal Exchange closing price per lb | 4.25 | |||||||||||||||||||||||||
Average daily London Metal Exchange closing price per mt | 9,370 | 9,370 | ||||||||||||||||||||||||
Minimum | Second Contingent Payment | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Average daily London Metal Exchange closing price per lb | 4.50 | |||||||||||||||||||||||||
Average daily London Metal Exchange closing price per mt | $ / MT | 9,920 | |||||||||||||||||||||||||
Maximum [Member] | SSA | Glencore | CIK0001853021 Metals Acquisition Corp | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Consideration, number of shares | shares | 10,000,000 | |||||||||||||||||||||||||
Maximum [Member] | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Cash consideration | 875,000,000 | |||||||||||||||||||||||||
Consideration, value of shares | $ 100,000,000 | |||||||||||||||||||||||||
Consideration, number of shares | shares | 10,000,000 | |||||||||||||||||||||||||
Maximum [Member] | SOFR | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Variable margin | 12% | |||||||||||||||||||||||||
Founder shares | CIK0001853021 Metals Acquisition Corp | Subscription Agreements | Subsequent Event | Chief Executive Officer | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate purchase price | 250,000 | |||||||||||||||||||||||||
Founder shares | CIK0001853021 Metals Acquisition Corp | Subscription Agreements | Subsequent Event | Chief Financial Officer | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate purchase price | 1,500,000 | |||||||||||||||||||||||||
Founder shares | CIK0001853021 Metals Acquisition Corp | Subscription Agreements | Subsequent Event | Director | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate purchase price | $ 50,000 | |||||||||||||||||||||||||
Founder shares | Class B Ordinary Shares | CIK0001853021 Metals Acquisition Corp | Subsequent Event | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Number of shares issued | shares | 517,500 | |||||||||||||||||||||||||
Sponsor | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Pursuant to anchor investment | shares | 1,272,500 | 1,272,500 | ||||||||||||||||||||||||
Sponsor | Unsecured Convertible Promissory Note, 2023 [Member] | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Debt instrument, aggregate price | $ 300,000 | |||||||||||||||||||||||||
Sponsor | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Amount borrowed | $ 0 | $ 0 | ||||||||||||||||||||||||
Sponsor | Class B Ordinary Shares | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.004 | $ 0.004 | $ 0.004 | $ 0.004 | ||||||||||||||||||||||
Forfeiture of 558,805 founder shares (in shares) | shares | 558,805 | |||||||||||||||||||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||||||||||||||||
Sponsor | Private Placement | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Price of warrant | $ / shares | $ 1.50 | |||||||||||||||||||||||||
Proceeds from sale of Private Placement Warrants | $ 8,000,000 | |||||||||||||||||||||||||
Sponsor | Convertible Promissory Note [Member] | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Price of warrant | $ / shares | $ 1.50 | |||||||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | |||||||||||||||||||||||||
Amount borrowed | $ 1,200,000 | $ 1,200,000 | ||||||||||||||||||||||||
Sponsor | Convertible Promissory Note [Member] | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Warrants issued upon conversion of notes | shares | 200,000 | 800,000 | ||||||||||||||||||||||||
Conversion of convertible note into warrants | $ 1,200,000 | |||||||||||||||||||||||||
Sponsor | Convertible Promissory Note [Member] | Private Placement Warrants | Convertible Debt [Member] | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Conversion of convertible note into warrants | $ 1,200,000 | |||||||||||||||||||||||||
Sponsor | Founder shares | Class B Ordinary Shares | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||||||||||||||||||||||
Number of shares issued | shares | 7,187,500 | |||||||||||||||||||||||||
Aggregate purchase price | $ 25,000 | |||||||||||||||||||||||||
Anchor Investors | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 8.73 | $ 8.73 | ||||||||||||||||||||||||
Conversion ratio | 0.01 | 0.01 | ||||||||||||||||||||||||
Purchase of offering price outstanding units | shares | 19,575,000 | 19,575,000 | ||||||||||||||||||||||||
Percentage of offering price outstanding units | 78.3 | 78.3 | ||||||||||||||||||||||||
Number of shares in a unit | shares | 1,272,500 | |||||||||||||||||||||||||
Investments fair value | $ 11,107,653 | $ 11,107,653 | ||||||||||||||||||||||||
Pursuant to anchor investment | shares | 1,272,500 | |||||||||||||||||||||||||
Anchor Investors | IPO | CIK0001853021 Metals Acquisition Corp | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Investments fair value | $ 11,107,653 | $ 11,107,653 | $ 11,107,653 | $ 11,107,653 | ||||||||||||||||||||||
Offering price of the Units | 78.30% | |||||||||||||||||||||||||
Public offering price of the Units Shares | shares | 19,575,000 | |||||||||||||||||||||||||
Green Mountain Metals, LLC | Founder shares | CIK0001853021 Metals Acquisition Corp | Subscription Agreements | Subsequent Event | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate number of shares agreed to transfer | shares | 517,500 |
Organization and Business Ope_3
Organization and Business Operations Going Concern and Management's Plan - Going Concern and Management's Plan (Details) - CIK0001853021 Metals Acquisition Corp - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Dec. 21, 2022 | May 24, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 25, 2022 | May 06, 2022 | Apr. 13, 2022 | |
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Cash | $ 35,075 | $ 35,075 | $ 42,314 | |||||
Working capital | 22,808,456 | 17,936,214 | ||||||
Amount outstanding | 786,096 | |||||||
Threshold period for mandatory liquidation from filing of Annual Report | 5 months | 5 months | ||||||
Sponsor | Private Placement Warrants | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Amount borrowed | $ 0 | 0 | 0 | |||||
Sponsor | Convertible promissory note | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | |||||||
Amount borrowed | 1,200,000 | 1,200,000 | $ 1,200,000 | |||||
Sponsor | Convertible promissory note | Private Placement Warrants | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Number of warrants issued | 800,000 | |||||||
Conversion of convertible note into warrants | $ 1,200,000 | |||||||
October 2022 Note | Sponsor | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||||
Amount outstanding | 300,000 | 300,000 | $ 300,000 | |||||
December 2022 Note | Sponsor | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Maximum borrowing capacity of related party promissory note | $ 1,254,533 | |||||||
Amount outstanding | 1,187,496 | 1,187,496 | $ 486,096 | |||||
Sponsor Convertible Note | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | |||||||
Sponsor Convertible Note | Sponsor | Convertible promissory note | Private Placement Warrants | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Conversion of convertible note into warrants | $ 1,200,000 | |||||||
Unsecured non-convertible promissory note | Sponsor | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Maximum borrowing capacity of related party promissory note | 339,877 | 339,877 | ||||||
Amount outstanding | $ 0 | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - CIK0001853021 Metals Acquisition Corp - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 03, 2021 | |
Significant Accounting Policies | ||||
Cash | $ 35,075 | $ 954,974 | $ 42,314 | |
Cash equivalents | 0 | 0 | ||
Marketable securities held in Trust Account | 271,757,366 | 265,155,619 | 268,908,716 | |
Advances from related parties | 150,000 | |||
Debt financing costs | 1,598,459 | 0 | 985,760 | |
Unrecognized tax benefits | 0 | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | 0 | |
IPO | ||||
Significant Accounting Policies | ||||
Offering cost | 26,713,571 | 26,713,571 | 26,713,571 | $ 26,713,571 |
Offering Costs | 0 | |||
Investments fair value | 11,107,653 | |||
Other offering costs | 1,022,789 | 1,022,789 | 1,022,789 | $ 1,022,789 |
Offering cost included in stockholders equity | 24,729,441 | |||
Anchor Investors | ||||
Significant Accounting Policies | ||||
Investments fair value | 11,107,653 | 11,107,653 | ||
Anchor Investors | IPO | ||||
Significant Accounting Policies | ||||
Investments fair value | $ 11,107,653 | 11,107,653 | $ 11,107,653 | |
Private Placement Warrants | ||||
Significant Accounting Policies | ||||
Number of warrants | 201,971 | |||
Private Placement Warrants | IPO | ||||
Significant Accounting Policies | ||||
Offering cost | 1,984,130 | |||
Number of warrants | 13,666,666 | 13,666,666 | ||
Private Placement Warrants | Over-allotment option | ||||
Significant Accounting Policies | ||||
Number of warrants | 201,971 | |||
Public Warrants | IPO | ||||
Significant Accounting Policies | ||||
Offering cost | $ 26,713,571 | |||
Number of warrants | 504,927 | |||
Public Warrants | Over-allotment option | ||||
Significant Accounting Policies | ||||
Number of warrants | 504,927 |
Significant Accounting Polici_5
Significant Accounting Policies - Ordinary Shares Subject to Possible Redemption (Details) - CIK0001853021 Metals Acquisition Corp - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | |||
Gross proceeds from IPO | $ 265,147,800 | $ 265,147,800 | |
Proceeds allocated to Public Warrants, net of offering costs | (14,052,833) | (14,052,833) | |
Ordinary share issuance costs | (24,729,441) | (24,729,441) | |
Remeasurement adjustment of carrying value to redemption value | $ 2,848,650 | 38,782,274 | 3,760,916 |
Ordinary shares subject to possible redemption | 271,757,366 | $ 265,147,800 | 268,908,716 |
Dissolution expense | $ 100,000 | $ 100,000 |
Significant Accounting Polici_6
Significant Accounting Policies - Net (Loss) Income Per Share (Details) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
May 24, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Jan. 09, 2023 | May 06, 2022 | Sep. 03, 2021 | Aug. 02, 2021 | |
Class A Ordinary Shares | |||||||||
Denominator: | |||||||||
Weighted average shares outstanding, diluted | 26,514,780 | 26,514,780 | |||||||
Diluted net (loss) income per ordinary share | $ 0.11 | ||||||||
Class B Ordinary Shares | |||||||||
Denominator: | |||||||||
Weighted average shares outstanding, diluted | 6,628,695 | 6,628,695 | |||||||
Diluted net (loss) income per ordinary share | $ (1.22) | $ (0.88) | |||||||
CIK0001853021 Metals Acquisition Corp | Sponsor | Private Placement Warrants | |||||||||
Significant Accounting Policies | |||||||||
Exercise price of warrants | $ 11.50 | ||||||||
Number of warrants exercised | 300,000 | ||||||||
CIK0001853021 Metals Acquisition Corp | Sponsor | Convertible promissory note | Private Placement Warrants | |||||||||
Significant Accounting Policies | |||||||||
Conversion of convertible note into warrants | $ 1,200,000 | ||||||||
Warrants issued upon conversion of notes | 800,000 | 200,000 | |||||||
CIK0001853021 Metals Acquisition Corp | Class A Ordinary Shares | |||||||||
Significant Accounting Policies | |||||||||
Warrants issued upon conversion of notes | 14,373,564 | 14,373,564 | |||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | ||||||
Numerator: | |||||||||
Allocation of net (loss) income | $ 2,848,650 | $ 17,415 | $ 7,354,212 | $ 3,753,097 | |||||
Denominator: | |||||||||
Weighted average shares outstanding, basic | 26,514,780 | 26,514,780 | 13,451,926 | 26,514,780 | |||||
Weighted average shares outstanding, diluted | 26,514,780 | 26,514,780 | 13,451,926 | 26,514,780 | |||||
Basic net (loss) income per ordinary share | $ 0.11 | $ 0.54 | $ 0.14 | ||||||
Diluted net (loss) income per ordinary share | $ 0.11 | $ 0.54 | $ 0.14 | ||||||
CIK0001853021 Metals Acquisition Corp | Class A Ordinary Shares | Sponsor | Private Placement Warrants | |||||||||
Significant Accounting Policies | |||||||||
Number of warrants exercised | 1 | ||||||||
CIK0001853021 Metals Acquisition Corp | Class B Ordinary Shares | |||||||||
Numerator: | |||||||||
Allocation of net (loss) income | $ (8,075,792) | $ (5,866,228) | $ 3,460,806 | $ (8,495,715) | |||||
Denominator: | |||||||||
Weighted average shares outstanding, basic | 6,628,695 | 6,628,695 | 6,403,525 | 6,628,695 | |||||
Weighted average shares outstanding, diluted | 6,628,695 | 6,628,695 | 6,403,525 | 6,628,695 | |||||
Basic net (loss) income per ordinary share | $ (1.22) | $ (0.88) | $ 0.54 | $ (1.28) | |||||
Diluted net (loss) income per ordinary share | $ (1.22) | $ (0.88) | $ 0.54 | $ (1.28) |
Initial Public Offering (Detail
Initial Public Offering (Details) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Sep. 16, 2021 USD ($) shares | Sep. 03, 2021 USD ($) $ / shares shares | Aug. 02, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) D $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 10, 2023 $ / shares | Jan. 09, 2023 $ / shares | May 24, 2022 $ / shares | Mar. 31, 2021 $ / shares | |
Public Warrants | Class A Ordinary Shares | ||||||||||
Initial Public Offering | ||||||||||
Number of shares per warrant | shares | 1 | |||||||||
Public Warrants | Redemption of warrant price per share equals or exceeds18.00 | ||||||||||
Initial Public Offering | ||||||||||
Stock price trigger for redemption of public warrants | $ 18 | |||||||||
CIK0001853021 Metals Acquisition Corp | ||||||||||
Initial Public Offering | ||||||||||
Purchase price, per unit | $ 10 | 10 | $ 10 | |||||||
Deferred underwriting discount | $ | $ 9,280,173 | |||||||||
Forfeiture of 558,805 founder shares (in shares) | shares | 558,805 | 558,805 | ||||||||
CIK0001853021 Metals Acquisition Corp | Class A Ordinary Shares | ||||||||||
Initial Public Offering | ||||||||||
Common shares, par value (in dollars per share) | $ 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | |||||||
CIK0001853021 Metals Acquisition Corp | Class B Ordinary Shares | ||||||||||
Initial Public Offering | ||||||||||
Common shares, par value (in dollars per share) | 0.0001 | 0.0001 | 0.0001 | $ 0.0001 | ||||||
CIK0001853021 Metals Acquisition Corp | Class B Ordinary Shares | Sponsor | ||||||||||
Initial Public Offering | ||||||||||
Common shares, par value (in dollars per share) | 0.004 | $ 0.004 | 0.004 | |||||||
Forfeiture of 558,805 founder shares (in shares) | shares | 558,805 | |||||||||
CIK0001853021 Metals Acquisition Corp | Public Warrants | ||||||||||
Initial Public Offering | ||||||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||||||||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | ||||||||
Public Warrants expiration term | 5 years | 5 years | ||||||||
Issue price per share | $ 9.20 | $ 9.20 | ||||||||
Percentage of gross proceeds on total equity proceeds | 60% | 60% | ||||||||
Trading days determining volume weighted average price | 20 days | 20 days | ||||||||
Adjustment of exercise price of warrants based on market value (as a percent) | 115% | 115% | ||||||||
Number of trading days on which fair market value of shares is reported | D | 10 | |||||||||
CIK0001853021 Metals Acquisition Corp | Public Warrants | Class A Ordinary Shares | ||||||||||
Initial Public Offering | ||||||||||
Number of shares per warrant | shares | 1 | |||||||||
Issue price per share | $ 9.20 | $ 9.20 | ||||||||
Fair market value per share | $ 0.361 | $ 0.361 | ||||||||
CIK0001853021 Metals Acquisition Corp | Public Warrants | Redemption of warrant price per share equals or exceeds18.00 | ||||||||||
Initial Public Offering | ||||||||||
Adjustment of exceeds price of warrants based on market value (as a percent) | 180% | 180% | ||||||||
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||||||||
Threshold consecutive trading days for redemption of public warrants | D | 30 | |||||||||
Stock price trigger for redemption of public warrants | $ 18 | $ 18 | ||||||||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||||||||
CIK0001853021 Metals Acquisition Corp | Public Warrants | Redemption of warrant price per share equals or exceeds10.00 | ||||||||||
Initial Public Offering | ||||||||||
Adjustment of exceeds price of warrants based on market value (as a percent) | 100% | 100% | ||||||||
Stock price trigger for redemption of public warrants | $ 10 | $ 10 | ||||||||
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 | ||||||||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||||||||
CIK0001853021 Metals Acquisition Corp | IPO | ||||||||||
Initial Public Offering | ||||||||||
Number of units sold | shares | 25,000,000 | |||||||||
Number of warrants in a unit | shares | 0.33 | |||||||||
Purchase price, per unit | $ 10 | |||||||||
Proceeds from issuance initial public offering | $ | $ 250,000,000 | |||||||||
Warrants exercisable term after the completion of a business combination | 30 days | |||||||||
Public Warrants expiration term | 5 years | |||||||||
Cash underwriting fees | $ | $ 5,302,956 | $ 5,302,956 | ||||||||
Deferred underwriting discount | $ | $ 9,280,173 | $ 9,280,173 | $ 9,280,173 | |||||||
CIK0001853021 Metals Acquisition Corp | IPO | Class A Ordinary Shares | ||||||||||
Initial Public Offering | ||||||||||
Number of shares in a unit | shares | 1 | |||||||||
Common shares, par value (in dollars per share) | $ 0.0001 | |||||||||
Number of shares per warrant | shares | 1 | |||||||||
Exercise price of warrants | $ 11.50 | |||||||||
CIK0001853021 Metals Acquisition Corp | Over-allotment option | ||||||||||
Initial Public Offering | ||||||||||
Number of units sold | shares | 1,514,780 | 3,750,000 | 3,750,000 | 3,750,000 | ||||||
Proceeds from issuance initial public offering | $ | $ 9,280,173 | |||||||||
Proceeds from issuance of units | $ | $ 15,147,800 | |||||||||
Cash underwriting fees | $ | 302,956 | |||||||||
Deferred underwriting discount | $ | $ 530,173 |
Private Placement (Details)
Private Placement (Details) - CIK0001853021 Metals Acquisition Corp - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 03, 2021 | Aug. 02, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | May 24, 2022 | Mar. 31, 2022 | |
Class A Ordinary Shares | ||||||
Initial Public Offering | ||||||
Warrants issued upon conversion of notes | 14,373,564 | 14,373,564 | ||||
Exercise price of warrant | $ 11.50 | $ 11.50 | $ 11.50 | |||
Class A Ordinary Shares | Private Placement Warrants | ||||||
Initial Public Offering | ||||||
Number of shares per warrant | 1 | |||||
Price of warrants | $ 11.50 | |||||
Private Placement | ||||||
Initial Public Offering | ||||||
Warrants issued upon conversion of notes | 201,971 | |||||
Number of shares per warrant | 1 | |||||
Price of warrants | $ 1.50 | |||||
Aggregate purchase price | $ 302,956 | |||||
Exercise price of warrant | $ 11.50 | |||||
Private Placement | Private Placement Warrants | ||||||
Initial Public Offering | ||||||
Warrants issued upon conversion of notes | 5,333,333 | |||||
Price of warrants | $ 1.50 | |||||
Aggregate purchase price | $ 8,000,000 | |||||
Private Placement | Class A Ordinary Shares | ||||||
Initial Public Offering | ||||||
Number of shares per warrant | 1 | |||||
Private Placement | Class A Ordinary Shares | Private Placement Warrants | ||||||
Initial Public Offering | ||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - CIK0001853021 Metals Acquisition Corp | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Apr. 14, 2023 USD ($) $ / shares shares | Mar. 10, 2023 USD ($) $ / shares shares | Dec. 14, 2022 shares | Sep. 16, 2021 shares | Sep. 03, 2021 shares | Aug. 02, 2021 shares | Mar. 31, 2021 USD ($) D $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | |
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 15,000,000 | $ 25,000 | |||||||||
Number of shares issued | 1,500,000 | ||||||||||
Stock compensation expense | $ | $ 224,250 | ||||||||||
Purchase price | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||
Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 113,625,060 | ||||||||||
Number of shares issued | 11,362,506 | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||||||||
Aggregate number of shares agreed to transfer | 11,362,506 | ||||||||||
Purchase price | $ / shares | $ 10 | ||||||||||
Marthinus J. Crouse | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 250,000 | ||||||||||
Chief Executive Officer | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | 1,500,000 | ||||||||||
Director | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | 50,000 | ||||||||||
Over-allotment option | |||||||||||
Related Party Transactions | |||||||||||
Number of units sold | 1,514,780 | 3,750,000 | 3,750,000 | 3,750,000 | |||||||
Number of shares forfeited | 558,805 | ||||||||||
Private Placement | |||||||||||
Related Party Transactions | |||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||||||||
Private Placement | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 113,625,060 | ||||||||||
Purchase price | $ / shares | $ 10 | ||||||||||
Private Placement | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 113,625,060 | ||||||||||
Number of shares issued | 11,362,506 | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||||||||
Purchase price | $ / shares | $ 10 | ||||||||||
Class B Ordinary Shares | |||||||||||
Related Party Transactions | |||||||||||
Number of shares issued | 7,187,500 | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Class B Ordinary Shares | Over-allotment option | |||||||||||
Related Party Transactions | |||||||||||
Shares subject to forfeiture | 937,500 | ||||||||||
Number of shares forfeited | 558,805 | ||||||||||
Founder shares | Restricted stock units | |||||||||||
Related Party Transactions | |||||||||||
Number of shares expected to be granted | 336,000 | ||||||||||
Founder shares | Marthinus J. Crouse | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 1,500,000 | ||||||||||
Founder shares | Chief Executive Officer | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | 250,000 | ||||||||||
Founder shares | Director | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 50,000 | ||||||||||
Founder shares | Class B Ordinary Shares | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Number of shares issued | 517,500 | ||||||||||
Sponsor | Class B Ordinary Shares | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||
Ordinary shares, par value | $ / shares | $ 0.004 | $ 0.004 | $ 0.004 | $ 0.004 | |||||||
Sponsor | Founder shares | Class B Ordinary Shares | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 25,000 | ||||||||||
Aggregate purchase price per share (in dollars) | $ / shares | $ 0.003 | ||||||||||
Number of shares issued | 7,187,500 | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||||||||
Shares subject to forfeiture | 937,500 | ||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||||||
Transferors | Founder shares | Marthinus J. Crouse | Securities Assignment Agreement | |||||||||||
Related Party Transactions | |||||||||||
Aggregate number of shares agreed to transfer | 25,000 | ||||||||||
Conversion ratio | 0.01 | ||||||||||
Number of shares transferred | 25,000 | ||||||||||
Stock compensation expense | $ | $ 224,250 | ||||||||||
Compensation expense, price per share | $ / shares | $ 8.97 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - CIK0001853021 Metals Acquisition Corp - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Jan. 09, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 31, 2022 | May 24, 2022 | May 06, 2022 | Mar. 31, 2022 | Sep. 03, 2021 | Aug. 02, 2021 | |
Related Party Transactions | ||||||||||
Amount outstanding | $ 786,096 | |||||||||
Interest expense | $ 40,842 | |||||||||
Advances from related parties | $ 150,000 | |||||||||
Outstanding balance of advances from related parties | 0 | 0 | ||||||||
Amount borrowed | 701,400 | 786,096 | ||||||||
Derivative warrant liabilities | $ 10,992,098 | $ 8,440,008 | $ 7,442,633 | |||||||
Class A Ordinary Shares | ||||||||||
Related Party Transactions | ||||||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | |||||||
Warrants issued upon conversion of notes | 14,373,564 | 14,373,564 | ||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | |||||
Working capital loans warrant | ||||||||||
Related Party Transactions | ||||||||||
Amount outstanding | $ 0 | $ 0 | ||||||||
Price of warrant | $ 1.50 | $ 1.50 | ||||||||
Private Placement Warrants | ||||||||||
Related Party Transactions | ||||||||||
Working Capital Loans | $ 1,500,000 | $ 1,500,000 | ||||||||
Private Placement Warrants | Class A Ordinary Shares | ||||||||||
Related Party Transactions | ||||||||||
Price of warrant | $ 11.50 | |||||||||
Number of shares per warrant | 1 | |||||||||
Promissory notes with related party | unsecured Promissory Note October 2022 And December 2022 | ||||||||||
Related Party Transactions | ||||||||||
Difference between face value and present value of notes | 68,744 | |||||||||
Interest expense | 40,842 | |||||||||
Promissory notes with related party | Unsecured non-convertible promissory note | ||||||||||
Related Party Transactions | ||||||||||
Maximum borrowing capacity of related party promissory note | 339,877 | |||||||||
Amount outstanding | 0 | |||||||||
2023 Sponsor Convertible Note | ||||||||||
Related Party Transactions | ||||||||||
Derivative warrant liabilities | $ 101,960 | |||||||||
2023 Sponsor Convertible Note | Class A Ordinary Shares | ||||||||||
Related Party Transactions | ||||||||||
Number of shares per warrant | 1 | |||||||||
Exercise price of warrants | $ 11.50 | |||||||||
2023 Sponsor Convertible Note | Subsequent Event | Class A Ordinary Shares | ||||||||||
Related Party Transactions | ||||||||||
Number of shares per warrant | 1 | |||||||||
Exercise price of warrants | $ 11.50 | |||||||||
Sponsor | Unsecured non-convertible promissory note | ||||||||||
Related Party Transactions | ||||||||||
Maximum borrowing capacity of related party promissory note | 339,877 | |||||||||
Amount outstanding | 0 | |||||||||
Sponsor | Private Placement Warrants | ||||||||||
Related Party Transactions | ||||||||||
Number of shares per warrant | 1 | |||||||||
Exercise price of warrants | $ 11.50 | |||||||||
Amount borrowed | 0 | 0 | ||||||||
Sponsor | Promissory notes with related party | October 2022 Note | ||||||||||
Related Party Transactions | ||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||||||
Amount outstanding | 300,000 | $ 0 | 300,000 | |||||||
Sponsor | Promissory notes with related party | December 2022 Note | ||||||||||
Related Party Transactions | ||||||||||
Maximum borrowing capacity of related party promissory note | 1,254,533 | |||||||||
Amount outstanding | 1,187,496 | $ 0 | $ 486,096 | |||||||
Sponsor | Convertible promissory note | ||||||||||
Related Party Transactions | ||||||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | |||||||||
Price of warrant | $ 1.50 | |||||||||
Loan conversion agreement warrant | $ 1,200,000 | |||||||||
Amount borrowed | $ 1,200,000 | $ 1,200,000 | ||||||||
Sponsor | Convertible promissory note | Private Placement Warrants | ||||||||||
Related Party Transactions | ||||||||||
Conversion of convertible note into warrants | $ 1,200,000 | |||||||||
Warrants issued upon conversion of notes | 200,000 | 800,000 | ||||||||
Sponsor | 2023 Sponsor Convertible Note | ||||||||||
Related Party Transactions | ||||||||||
Loan conversion agreement warrant | $ 300,000 | |||||||||
Amount borrowed | 300,000 | |||||||||
Amount borrowed | $ 300,000 | |||||||||
Sponsor | 2023 Sponsor Convertible Note | Class A Ordinary Shares | ||||||||||
Related Party Transactions | ||||||||||
Price of warrant | $ 1.50 | |||||||||
Sponsor | 2023 Sponsor Convertible Note | Subsequent Event | ||||||||||
Related Party Transactions | ||||||||||
Loan conversion agreement warrant | $ 300,000 | |||||||||
Amount borrowed | $ 300,000 | |||||||||
Sponsor | 2023 Sponsor Convertible Note | Subsequent Event | Class A Ordinary Shares | ||||||||||
Related Party Transactions | ||||||||||
Price of warrant | $ 1.50 | |||||||||
Sponsor | 2023 Sponsor Convertible Note | Private Placement Warrants | ||||||||||
Related Party Transactions | ||||||||||
Conversion of convertible note into warrants | $ 300,000 | |||||||||
Warrants issued upon conversion of notes | 200,000 | |||||||||
Sponsor | 2023 Sponsor Convertible Note | Private Placement Warrants | Subsequent Event | ||||||||||
Related Party Transactions | ||||||||||
Conversion of convertible note into warrants | $ 300,000 | |||||||||
Warrants issued upon conversion of notes | 200,000 |
Related Party Transactions - Fa
Related Party Transactions - Fair Value Measurement Assumption (Details) - CIK0001853021 Metals Acquisition Corp - Level 3 | Dec. 31, 2022 $ / shares Y | May 24, 2022 $ / shares | May 24, 2022 Y | May 24, 2022 item | May 24, 2022 | May 06, 2022 $ / shares | May 06, 2022 Y | May 06, 2022 item | May 06, 2022 |
Underlying warrant value | Convertible promissory note | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 0.60 | 0.80 | |||||||
Exercise price | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 11.50 | ||||||||
Exercise price | Convertible promissory note | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 1.50 | 1.50 | |||||||
Holding period | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | Y | 5.50 | ||||||||
Holding period | Convertible promissory note | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | Y | 0.35 | 0.40 | |||||||
Risk-free rate | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 0.0130 | ||||||||
Risk-free rate | Convertible promissory note | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 0.0125 | 0.0125 | 0.0118 | 0.0118 | |||||
Volatility% | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 0.107 | ||||||||
Volatility% | Convertible promissory note | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 0.5957 | 0.5957 | 0.5535 | 0.5535 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) - CIK0001853021 Metals Acquisition Corp - Recurring - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 | |||
Assets: | |||
U.S. Money Market held in Trust Account | $ 271,757,366 | $ 268,908,716 | $ 265,155,619 |
Total assets | 271,757,366 | 268,908,716 | 265,155,619 |
Liabilities: | |||
Total liabilities | 6,319,356 | 4,335,167 | 5,214,574 |
Level 1 | Public Warrants | |||
Liabilities: | |||
Liabilities of warrants | 6,319,356 | 4,335,166 | 5,214,574 |
Level 2 | |||
Liabilities: | |||
Total liabilities | 4,672,742 | 3,107,467 | |
Level 2 | Private Placement Warrants | |||
Liabilities: | |||
Liabilities of warrants | $ 4,672,742 | $ 3,107,467 | |
Level 3 | |||
Liabilities: | |||
Total liabilities | 3,265,830 | ||
Level 3 | Private Placement Warrants | |||
Liabilities: | |||
Liabilities of warrants | $ 3,265,830 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Changes in Fair Value of Warrant Liabilities (Details) - CIK0001853021 Metals Acquisition Corp - Derivative warrant liabilities - Level 3 | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | |
Fair value at the beginning | $ 3,265,830 |
Promissory note conversion | 480,000 |
Change in fair value | (324,766) |
Private Placement Warrants reclassified to level 2 | $ (3,421,064) |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Additional Information (Details) - CIK0001853021 Metals Acquisition Corp - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Transfer of assets from level 1 to level 2 | $ 0 | $ 0 | $ 0 |
Transfer of assets from level 2 to level 1 | 0 | 0 | 0 |
Transfer of liabilities from level 1 to level 2 | 0 | 0 | 0 |
Transfer of liabilities from level 2 to level 1 | 0 | 0 | 0 |
Transfer into level 3 | $ 0 | $ 0 | $ 0 |
Deferred Liabilities, Commitm_3
Deferred Liabilities, Commitments and Contingencies (Details) | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||
Mar. 20, 2023 USD ($) $ / shares | Mar. 20, 2023 USD ($) $ / shares | Mar. 20, 2023 USD ($) $ / shares shares | Mar. 20, 2023 USD ($) $ / shares | Mar. 20, 2023 USD ($) t $ / shares | Mar. 20, 2023 USD ($) oz $ / shares | Mar. 20, 2023 USD ($) T $ / shares | Mar. 10, 2023 USD ($) item $ / shares shares | Feb. 28, 2023 USD ($) facility item | Sep. 16, 2021 USD ($) | Sep. 03, 2021 USD ($) shares | Aug. 02, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) item $ / shares shares | |
Syndicated facility agreement | Facility A | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 205,000,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Maximum number of demands for registration of securities | item | 3 | 3 | |||||||||||||
Underwriter cash discount | $ 5,302,956 | ||||||||||||||
Deferred underwriting discount percentage | 2% | 2% | |||||||||||||
Amount of facility | $ 205,000,000 | ||||||||||||||
Number of shares issued | shares | 1,500,000 | ||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||||||
Upfront cash deposit | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||
Increase in upfront cash deposit | 15,000,000 | ||||||||||||||
Percent of payable silver | 100% | ||||||||||||||
Percent of produced silver at the CSA Mine | 90% | ||||||||||||||
Percent of refined silver price for each ounce | 4% | ||||||||||||||
Percentage of issued share capital in ROFR | 5% | ||||||||||||||
Aggregate purchase price | $ 15,000,000 | $ 25,000 | |||||||||||||
Deferred underwriting discount | 9,280,173 | ||||||||||||||
Threshold Quantity of Refined Copper delivered to the Purchaser | 33,000 | 33,000 | |||||||||||||
Period of achievement | 10 days | ||||||||||||||
Ounce to be quoted on silver price | t | 25.50 | ||||||||||||||
ROFR term | 7 years | ||||||||||||||
Payments to related parties | 150,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | New MAC Ordinary Shares | New MAC Financing Warrants | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Minimum number of times the exercise price for twenty consecutive trading days based on which acceleration of exercise date of warrants is determined | item | 2 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Upfront cash deposit | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||
Increase in upfront cash deposit | 15,000,000 | ||||||||||||||
Percent of payable silver | 100% | ||||||||||||||
Percent of produced silver at the CSA Mine | 90% | ||||||||||||||
Percent of refined silver price for each ounce | 4% | ||||||||||||||
Percentage of issued share capital in ROFR | 5% | ||||||||||||||
Ounce to be quoted on silver price | oz | 25.50 | ||||||||||||||
ROFR term | 7 years | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Revolving Credit Facility [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Maturity term (in years) | 3 years | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Minimum | Facility C | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Issuance fee (in percent) | 2% | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Minimum | Facility C | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Issuance fee (in percent) | 2% | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Maximum [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 75,000,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Maximum [Member] | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 75,000,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Maximum [Member] | Facility C | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Issuance fee (in percent) | 3% | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Glencore Deed of Consent | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Deferred fees | 4,530,101 | $ 2,995,087 | |||||||||||||
CIK0001853021 Metals Acquisition Corp | Glencore Deed of Consent | Glencore | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Deferred fees | 0 | 2,995,087 | |||||||||||||
CIK0001853021 Metals Acquisition Corp | Silver Stream Equity Subscription Agreement | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Aggregate ordinary shares | shares | 1,500,000 | ||||||||||||||
Aggregate purchase price | $ 15,000,000 | ||||||||||||||
Purchase price (In per share) | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||
CIK0001853021 Metals Acquisition Corp | Silver Stream Equity Subscription Agreement | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Aggregate ordinary shares | shares | 1,500,000 | ||||||||||||||
Purchase price (In per share) | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||
CIK0001853021 Metals Acquisition Corp | Syndicated facility agreement | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Number of Credit Facilities | item | 3 | ||||||||||||||
Additional interest rate on overdue payments (in percent) | 2% | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Syndicated facility agreement | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Number of Credit Facilities | facility | 3 | ||||||||||||||
Additional interest rate on overdue payments (in percent) | 2% | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Syndicated facility agreement | Facility A | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Debt Service Cover Ratio | 1.50 | ||||||||||||||
Percentage of excess cash to be applied for repayment | 30% | ||||||||||||||
Maturity term (in years) | 5 years | ||||||||||||||
Variable margin | 3% | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Syndicated facility agreement | Facility A | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 205,000,000 | ||||||||||||||
Debt Service Cover Ratio | 1.50 | ||||||||||||||
Percentage of excess cash to be applied for repayment | 30% | ||||||||||||||
Maturity term (in years) | 5 years | ||||||||||||||
Variable margin | 3% | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Syndicated facility agreement | Revolving Credit Facility [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 25,000,000 | ||||||||||||||
Variable margin | 0.03% | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Syndicated facility agreement | Revolving Credit Facility [Member] | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 25,000,000 | ||||||||||||||
Maturity term (in years) | 3 years | ||||||||||||||
Variable margin | 3% | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Syndicated facility agreement | Facility C | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 40,000,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Syndicated facility agreement | Facility C | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 40,000,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Syndicated facility agreement | Maximum [Member] | Facility C | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Issuance fee (in percent) | 3% | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Mezz Facility | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Maturity term (in years) | 5 years | ||||||||||||||
Variable margin | 2% | ||||||||||||||
Mezzanine loan facility | $ 135,000,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Mezz Facility | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Maturity term (in years) | 5 years | ||||||||||||||
Variable margin | 2% | ||||||||||||||
Mezzanine loan facility | $ 135,000,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Copper Purchase Agreement | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||
One-time payment | 40,000,000 | ||||||||||||||
Percentage of cash settlement price | 4% | ||||||||||||||
Notoce period for drawing the deposit (in days), prior to the closing of the Business Combination | 10 days | ||||||||||||||
Percentage of Payable Copper to determine amount to be transferred | 96.20% | ||||||||||||||
Payments to related parties | 20,000,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Copper Purchase Agreement | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||
One-time payment | 40,000,000 | ||||||||||||||
Percentage of cash settlement price | 4% | ||||||||||||||
Percentage of Payable Copper to determine amount to be transferred | 96.20% | ||||||||||||||
Payments to related parties | $ 20,000,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Copper Purchase Agreement | Minimum | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Notoce period for drawing the deposit (in days), prior to the closing of the Business Combination | 10 days | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Copper Purchase Agreement | Maximum [Member] | Revolving Credit Facility [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Aggregate purchase price | 25,000,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Copper Purchase Agreement | Maximum [Member] | Revolving Credit Facility [Member] | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Aggregate purchase price | $ 25,000,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Copper Stream Equity Subscription Agreement | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Purchase price (In per share) | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||
CIK0001853021 Metals Acquisition Corp | Copper Stream Equity Subscription Agreement | New MAC Ordinary Shares | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Aggregate ordinary shares | shares | 2,500,000 | ||||||||||||||
Aggregate purchase price | $ 25,000,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Copper Stream Equity Subscription Agreement | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Aggregate ordinary shares | shares | 2,500,000 | ||||||||||||||
Purchase price (In per share) | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||
Debt instrument, aggregate price | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | ||||||||
CIK0001853021 Metals Acquisition Corp | Equity Subscription Agreement [Member] | New MAC Ordinary Shares | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Exercise price of warrants | $ / shares | $ 12.50 | ||||||||||||||
Aggregate purchase price | $ 15,000,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Equity Subscription Agreement [Member] | New MAC Ordinary Shares | New MAC Financing Warrants | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Warrants issued upon conversion of notes | shares | 3,187,500 | ||||||||||||||
Threshold consecutive trading days based on which Acceleration of exercise date of warrants is determined | 20 days | ||||||||||||||
Number of shares per warrant | shares | 1 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Equity Subscription Agreement [Member] | Subsequent Event | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Number of shares issued | shares | 1,500,000 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Equity Subscription Agreement [Member] | Subsequent Event | New MAC Ordinary Shares | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Equity Subscription Agreement [Member] | Subsequent Event | New MAC Ordinary Shares | New MAC Financing Warrants | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Warrants issued upon conversion of notes | shares | 3,187,500 | ||||||||||||||
Exercise price of warrants | $ / shares | $ 12.50 | ||||||||||||||
Minimum number of times the exercise price for twenty consecutive trading days based on which acceleration of exercise date of warrants is determined | item | 2 | ||||||||||||||
Threshold consecutive trading days based on which Acceleration of exercise date of warrants is determined | 20 days | ||||||||||||||
Number of shares per warrant | shares | 1 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | IPO | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Number of units sold | shares | 25,000,000 | ||||||||||||||
Cash underwriting fees | $ 5,302,956 | 5,302,956 | |||||||||||||
Underwriter cash discount | $ 5,302,956 | ||||||||||||||
Deferred underwriting discount percentage | 3.50% | ||||||||||||||
Proceeds from issuance initial public offering | $ 250,000,000 | ||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||||||||
Deferred underwriting discount | $ 9,280,173 | $ 9,280,173 | $ 9,280,173 | ||||||||||||
CIK0001853021 Metals Acquisition Corp | Over-allotment option | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Underwriters option period | 45 days | 45 days | |||||||||||||
Number of units sold | shares | 1,514,780 | 3,750,000 | 3,750,000 | 3,750,000 | |||||||||||
Proceeds from issuance of units | $ 15,147,800 | ||||||||||||||
Cash underwriting fees | 302,956 | ||||||||||||||
Deferred underwriting discount percentage | 3.50% | ||||||||||||||
Proceeds from issuance initial public offering | $ 9,280,173 | ||||||||||||||
Deferred underwriting discount | $ 530,173 | ||||||||||||||
CIK0001853021 Metals Acquisition Corp | Legal Services Agreement | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Accrued fees | $ 4,168,087 | 517,611 | $ 3,373,124 | ||||||||||||
CIK0001853021 Metals Acquisition Corp | Tax Planning Services Agreement | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Deferred fees | $ 662,562 | $ 0 | $ 544,119 |
Deferred Liabilities, Commitm_4
Deferred Liabilities, Commitments and Contingencies - Loan Note Subscription Agreement - Mezzanine Debt Facility and Equity Subscription Agreement (Details) - CIK0001853021 Metals Acquisition Corp - Mezz Facility | Mar. 10, 2023 |
Less than $3.40/lb | |
Deferred Liabilities, Commitments and Contingencies | |
Percentage of interest payments capitalized to the principal | 0.1200 |
>$3.40/lb to $3.85/lb | |
Deferred Liabilities, Commitments and Contingencies | |
Percentage of interest payments capitalized to the principal | 0.1000 |
>$3.85/lb | |
Deferred Liabilities, Commitments and Contingencies | |
Percentage of interest payments capitalized to the principal | 0.0800 |
Deferred Liabilities, Commitm_5
Deferred Liabilities, Commitments and Contingencies - Proportions of total Payable Copper (Details) - Mar. 20, 2023 - CIK0001853021 Metals Acquisition Corp | Total | t | T |
Deferred Liabilities, Commitments and Contingencies | |||
Threshold Quantity of Refined Copper delivered to the Purchaser | 33,000 | 33,000 | |
Redemptions Backstop Facility | |||
Deferred Liabilities, Commitments and Contingencies | |||
1st Anniversary of the Closing Date to 5th Anniversary | 3% | ||
5th Anniversary until 33,000 metric tonnes of Refined Copper delivered to the Purchaser (the "Threshold Quantity") | 4.875% | ||
Thereafter from the date that the Threshold Quantity has been met | 2.25% | ||
Redemptions Backstop Facility | Subsequent Event | |||
Deferred Liabilities, Commitments and Contingencies | |||
Closing to 1st Anniversary of the Closing Date | 0% | ||
1st Anniversary of the Closing Date to 5th Anniversary | 3% | ||
5th Anniversary until 33,000 metric tonnes of Refined Copper delivered to the Purchaser (the "Threshold Quantity") | 4.875% | ||
Thereafter from the date that the Threshold Quantity has been met | 2.25% |
Shareholders' Deficit - Prefere
Shareholders' Deficit - Preference Shares (Details) - CIK0001853021 Metals Acquisition Corp - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Preference shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preference shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preference shares, shares issued | 0 | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) - CIK0001853021 Metals Acquisition Corp - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Mar. 10, 2023 | Sep. 16, 2021 | Sep. 03, 2021 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 09, 2023 | Aug. 02, 2021 | |
Shareholders' Deficit | ||||||||||
Number of shares issued | 1,500,000 | |||||||||
Aggregate purchase price | $ 15,000,000 | $ 25,000 | ||||||||
Voting rights of common stock | one | |||||||||
Sponsor | ||||||||||
Shareholders' Deficit | ||||||||||
Pursuant to anchor investment | 1,272,500 | 1,272,500 | ||||||||
Share price trigger used to measure dilution of warrants | $ 0.003 | $ 0.003 | ||||||||
Over-allotment option | ||||||||||
Shareholders' Deficit | ||||||||||
Number of shares forfeited | 558,805 | |||||||||
Class A Ordinary Shares | ||||||||||
Shareholders' Deficit | ||||||||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 0 | 0 | ||||||||
Common shares, shares outstanding (in shares) | 0 | 0 | ||||||||
Threshold conversion ratio of stock | 20% | 20% | ||||||||
Class A ordinary shares subject to redemption | ||||||||||
Shareholders' Deficit | ||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 26,514,780 | 26,514,780 | 26,514,780 | 26,514,780 | ||||||
Class A ordinary shares not subject to redemption | ||||||||||
Shareholders' Deficit | ||||||||||
Common shares, shares issued (in shares) | 0 | 0 | 0 | |||||||
Common shares, shares outstanding (in shares) | 0 | 0 | 0 | |||||||
Class B Ordinary Shares | ||||||||||
Shareholders' Deficit | ||||||||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares issued (in shares) | 6,628,695 | 6,628,695 | 6,628,695 | 6,628,695 | ||||||
Common shares, shares outstanding (in shares) | 6,628,695 | 6,628,695 | 6,628,695 | |||||||
Number of shares issued | 7,187,500 | |||||||||
Voting rights of common stock | one | |||||||||
Class B Ordinary Shares | Sponsor | ||||||||||
Shareholders' Deficit | ||||||||||
Common shares, par value (in dollars per share) | $ 0.004 | $ 0.004 | $ 0.004 | $ 0.004 | ||||||
Common shares, shares issued (in shares) | 6,628,695 | 6,628,695 | 6,628,695 | 6,628,695 | ||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | $ 25,000 | |||||||
Class B Ordinary Shares | Over-allotment option | ||||||||||
Shareholders' Deficit | ||||||||||
Shares subject to forfeiture | 937,500 | |||||||||
Number of shares forfeited | 558,805 |
Subsequent Events (Details)
Subsequent Events (Details) - CIK0001853021 Metals Acquisition Corp - USD ($) | 1 Months Ended | 10 Months Ended | ||||
Apr. 14, 2023 | Mar. 10, 2023 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event | ||||||
Aggregate purchase price | $ 15,000,000 | $ 25,000 | ||||
Number of shares issued | 1,500,000 | |||||
Purchase price | $ 10 | $ 10 | $ 10 | |||
Common Class B | ||||||
Subsequent Event | ||||||
Number of shares issued | 7,187,500 | |||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Subsequent Event | Private Placement | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 113,625,060 | |||||
Purchase price | $ 10 | |||||
Subsequent Event | Founder shares | Common Class B | ||||||
Subsequent Event | ||||||
Number of shares issued | 517,500 | |||||
Subsequent Event | Subscription Agreements | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 113,625,060 | |||||
Number of shares issued | 11,362,506 | |||||
Common shares, par value (in dollars per share) | $ 0.0001 | |||||
Purchase price | $ 10 | |||||
Aggregate number of shares agreed to transfer | 11,362,506 | |||||
Subsequent Event | Subscription Agreements | Private Placement | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 113,625,060 | |||||
Number of shares issued | 11,362,506 | |||||
Common shares, par value (in dollars per share) | $ 0.0001 | |||||
Purchase price | $ 10 | |||||
Subsequent Event | Subscription Agreements | Chief Executive Officer | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 1,500,000 | |||||
Subsequent Event | Subscription Agreements | Chief Financial Officer | ||||||
Subsequent Event | ||||||
Aggregate purchase price | 250,000 | |||||
Subsequent Event | Subscription Agreements | Director | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 50,000 | |||||
Subsequent Event | Subscription Agreements | Founder shares | Green Mountain Metals, LLC | ||||||
Subsequent Event | ||||||
Aggregate number of shares agreed to transfer | 517,500 | |||||
Subsequent Event | Subscription Agreements | Founder shares | Chief Executive Officer | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 250,000 | |||||
Subsequent Event | Subscription Agreements | Founder shares | Chief Financial Officer | ||||||
Subsequent Event | ||||||
Aggregate purchase price | 1,500,000 | |||||
Subsequent Event | Subscription Agreements | Founder shares | Director | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 50,000 |
CONDENSED CONSOLIDATED BALANC_3
CONDENSED CONSOLIDATED BALANCE SHEETS - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 10, 2021 |
Current assets: | |||||
Cash | $ 35,075 | $ 42,314 | $ 954,974 | ||
Other receivable | 65,061 | 53,200 | |||
Prepaid expenses | 192,520 | 201,275 | 340,271 | ||
Total current assets | 292,656 | 296,789 | 1,295,245 | ||
Long-term prepaid expenses | 186,988 | ||||
Marketable securities held in Trust Account | 271,757,366 | 268,908,716 | 265,155,619 | ||
Deferred financing costs | 1,598,459 | 985,760 | |||
Total Assets | 273,648,481 | 270,191,265 | 266,637,852 | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | |||||
Accrued expenses and accounts payable | 2,078,202 | 927,261 | |||
Due to related party | 22,570 | ||||
Accrued offering costs and expenses | 604,474 | ||||
Deferred liabilities | 10,260,573 | 7,239,473 | |||
Deferred underwriting discount | 9,280,173 | 9,280,173 | |||
Promissory note - related party | 1,459,594 | 786,096 | |||
Total current liabilities | 23,101,112 | 18,233,003 | 604,474 | ||
Warrant liability | 10,992,098 | 7,442,633 | 8,440,008 | ||
Total Liabilities | 34,093,210 | 25,675,636 | 18,324,655 | ||
Commitments and Contingencies | |||||
Class A ordinary shares subject to possible redemption, 26,514,780 shares at redemption value of $10.25 and $10.14 per share as of March 31, 2023 and December 31, 2022, respectively | 271,757,366 | 268,908,716 | 265,147,800 | ||
Shareholders' Deficit: | |||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||||
Accumulated deficit | (32,202,758) | (24,393,750) | (16,835,266) | ||
Total Shareholders' Deficit | (32,202,095) | (24,393,087) | $ (22,708,649) | (16,834,603) | $ 0 |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | 273,648,481 | 270,191,265 | 266,637,852 | ||
Class A ordinary shares subject to redemption | |||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | |||||
Class A ordinary shares subject to possible redemption, 26,514,780 shares at redemption value of $10.25 and $10.14 per share as of March 31, 2023 and December 31, 2022, respectively | 271,757,366 | 268,908,716 | 265,147,800 | ||
Class B Ordinary Shares | |||||
Shareholders' Deficit: | |||||
Common stock | $ 663 | $ 663 | $ 663 |
CONDENSED CONSOLIDATED BALANC_4
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - CIK0001853021 Metals Acquisition Corp [Member] - $ / shares | Mar. 31, 2023 | Jan. 09, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 02, 2021 | Mar. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock, shares issued | 0 | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||
Class A Ordinary Shares | ||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common shares, shares issued | 0 | 0 | ||||
Common shares, shares outstanding | 0 | 0 | ||||
Class A ordinary shares subject to redemption | ||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 26,514,780 | 26,514,780 | 26,514,780 | |||
Temporary equity, redemption price per share | $ 10.25 | $ 10.14 | $ 10 | |||
Class A ordinary shares not subject to redemption | ||||||
Common shares, shares issued | 0 | 0 | ||||
Common shares, shares outstanding | 0 | 0 | ||||
Class B Ordinary Shares | ||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common shares, shares issued | 6,628,695 | 6,628,695 | 6,628,695 | |||
Common shares, shares outstanding | 6,628,695 | 6,628,695 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp [Member] | ||||
Operating and formation costs | $ 1,203,610 | $ 1,369,159 | $ 1,122,004 | $ 2,117,475 |
Acquisition costs | 3,383,270 | 7,625,359 | ||
Loss from operations | (4,586,880) | (1,369,159) | (1,122,004) | (9,967,084) |
Other expense: | ||||
Change in fair value of warrants | (3,447,505) | (4,496,199) | 14,982,447 | 1,477,374 |
Offering expenses related to warrant issuance | (1,984,130) | |||
Excess value of Private Placement Warrants | (1,066,666) | |||
Change in fair value conversion option | 7,200 | |||
Change in foreign exchange | 626 | |||
Trust interest income | 2,848,650 | 17,414 | 7,819 | 3,753,097 |
Interest expense | (40,842) | |||
Amortization of discount on convertible promissory note | (8,000) | |||
Bank fee | (1,191) | (869) | (2,448) | (5,205) |
Total Other expense, net | (640,262) | (4,479,654) | 11,937,022 | 5,224,466 |
Net loss | $ (5,227,142) | $ (5,848,813) | $ 10,815,018 | $ (4,742,618) |
Class A Ordinary Shares | ||||
Other expense: | ||||
Weighted average shares outstanding, diluted | 26,514,780 | 26,514,780 | ||
Diluted net (loss) income per common share | $ 0.11 | |||
Class A Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | ||||
Other expense: | ||||
Weighted average shares outstanding, basic | 26,514,780 | 26,514,780 | 13,451,926 | 26,514,780 |
Weighted average shares outstanding, diluted | 26,514,780 | 26,514,780 | 13,451,926 | 26,514,780 |
Basic net (loss) income per common share | $ 0.11 | $ 0.54 | $ 0.14 | |
Diluted net (loss) income per common share | $ 0.11 | $ 0.54 | $ 0.14 | |
Class A ordinary shares subject to redemption | CIK0001853021 Metals Acquisition Corp [Member] | ||||
Other expense: | ||||
Weighted average shares outstanding, basic | 13,451,926 | 26,514,780 | ||
Weighted average shares outstanding, diluted | 13,451,926 | 26,514,780 | ||
Class B Ordinary Shares | ||||
Other expense: | ||||
Weighted average shares outstanding, diluted | 6,628,695 | 6,628,695 | ||
Diluted net (loss) income per common share | $ (1.22) | $ (0.88) | ||
Class B Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | ||||
Other expense: | ||||
Weighted average shares outstanding, basic | 6,628,695 | 6,628,695 | 6,403,525 | 6,628,695 |
Weighted average shares outstanding, diluted | 6,628,695 | 6,628,695 | 6,403,525 | 6,628,695 |
Basic net (loss) income per common share | $ (1.22) | $ (0.88) | $ 0.54 | $ (1.28) |
Diluted net (loss) income per common share | $ (1.22) | $ (0.88) | $ 0.54 | $ (1.28) |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | Class A Ordinary Shares Common Stock | Class B Ordinary Shares Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Mar. 10, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Mar. 10, 2021 | 0 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Remeasurement of Class A ordinary shares subject to possible redemption | (38,782,274) | ||||
Class B ordinary share issued to Sponsor | $ 719 | 24,281 | 25,000 | ||
Class B ordinary share issued to Sponsor (in shares) | 7,187,500 | ||||
Capital contribution for sale of Class B shares to Anchor Investors | 11,107,653 | $ 11,107,653 | |||
Forfeiture of 558,805 founder shares | $ (56) | 56 | |||
Forfeiture of 558,805 founder shares (in shares) | (558,805) | 558,805 | |||
Adjustment To Additional Paid In Capital, Deferred Underwriting Fee | $ 9,280,173 | ||||
Change in Class A ordinary shares subject to possible redemption | (11,131,990) | (27,650,284) | (38,782,274) | ||
Remeasurement of Class A ordinary shares subject to possible redemption | (38,782,274) | ||||
Net loss | 10,815,018 | 10,815,018 | |||
Balance at the end at Dec. 31, 2021 | $ 0 | $ 663 | 0 | (16,835,266) | (16,834,603) |
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 6,628,695 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Remeasurement of Class A ordinary shares subject to possible redemption | (25,233) | (25,233) | |||
Net loss | (5,848,813) | (5,848,813) | |||
Balance at the end at Mar. 31, 2022 | $ 663 | (22,709,312) | (22,708,649) | ||
Balance at the end (in shares) at Mar. 31, 2022 | 6,628,695 | ||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 663 | 0 | (16,835,266) | (16,834,603) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 6,628,695 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Remeasurement of Class A ordinary shares subject to possible redemption | (3,760,916) | ||||
Contribution of conversion price in excess of fair value of warrants | 720,800 | 720,800 | |||
Stock compensation | 224,250 | 224,250 | |||
Remeasurement of Class A ordinary shares subject to possible redemption | (945,050) | (2,815,866) | (3,760,916) | ||
Net loss | (4,742,618) | (4,742,618) | |||
Balance at the end at Dec. 31, 2022 | $ 0 | $ 663 | 0 | (24,393,750) | (24,393,087) |
Balance at the end (in shares) at Dec. 31, 2022 | 0 | 6,628,695 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Remeasurement of Class A ordinary shares subject to possible redemption | (266,784) | (2,581,866) | (2,848,650) | ||
Amount in excess of the face value over the present value on related party promissory note | 68,744 | 68,744 | |||
Contribution of conversion price in excess of fair value of warrants | 198,040 | 198,040 | |||
Remeasurement of Class A ordinary shares subject to possible redemption | (2,848,650) | ||||
Net loss | (5,227,142) | (5,227,142) | |||
Balance at the end at Mar. 31, 2023 | $ 0 | $ 663 | $ 0 | $ (32,202,758) | $ (32,202,095) |
Balance at the end (in shares) at Mar. 31, 2023 | 6,628,695 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) - shares | 10 Months Ended | |
Sep. 16, 2021 | Dec. 31, 2021 | |
CIK0001853021 Metals Acquisition Corp [Member] | ||
Forfeiture of 558,805 founder shares (in shares) | 558,805 | 558,805 |
CONDENSED CONSOLIDATED STATEM_8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from Operating Activities: | ||||
Net loss | $ (5,227,142) | $ (5,848,813) | $ 10,815,018 | $ (4,742,618) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (2,848,650) | (17,414) | (7,819) | (3,753,097) |
Change in fair value of warrants | 3,447,505 | 4,496,199 | (14,982,447) | (1,477,374) |
Interest expense | 40,842 | |||
Change in fair value of conversion option | (7,200) | |||
Formation costs paid by sponsor in exchange for issuance of Class B ordinary shares | 6,894 | |||
Offering expenses related to warrant issuance | 1,984,130 | |||
Excess value of Private Placement Warrants | 1,066,666 | |||
Stock compensation expense | 224,250 | |||
Amortization of discount on convertible promissory note | 8,000 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 8,755 | 22,996 | (527,259) | 325,984 |
Other receivable | (11,861) | (53,200) | ||
Accrued expenses and accounts payable | 538,242 | 768,735 | (145,362) | |
Due to related party | 22,570 | |||
Deferred liabilities | 3,021,100 | 6,721,861 | ||
Accrued offering costs and expenses | 604,474 | |||
Net cash used in operating activities | (1,008,639) | (578,297) | (1,040,343) | (2,898,756) |
Cash Flows from Investing Activities: | ||||
Investment held in Trust Account | (265,147,800) | |||
Net cash used in investing activities | (265,147,800) | |||
Cash flows from Financing Activities: | ||||
Proceeds from promissory note - related party | 701,400 | 786,096 | ||
Proceeds from convertible promissory note - related party | 300,000 | 1,200,000 | ||
Proceeds from Initial Public Offering, net of underwriters' fees | 259,844,844 | |||
Proceeds from private placement | 8,302,958 | |||
Advances from related parties | 150,000 | |||
Payments to related parties | (150,000) | |||
Payments of offering costs | (1,004,685) | |||
Net cash provided by financing activities | 1,001,400 | 267,143,117 | 1,986,096 | |
Net Change in Cash | (7,239) | (578,297) | 954,974 | (912,660) |
Cash, beginning of the period | 42,314 | 954,974 | 954,974 | |
Cash, end of the period | 35,075 | 376,677 | 954,974 | 42,314 |
Supplemental disclosure of noncash investing and financing activities: | ||||
Remeasurement of Class A ordinary shares subject to possible redemption | 2,848,650 | $ 25,233 | 38,782,274 | 3,760,916 |
Private warrants issued upon conversion of related party promissory note | 101,960 | 480,000 | ||
Deferred financing costs included in accrued expenses | 947,037 | 728,745 | ||
Capital contributed on settlement of related party note | $ 198,040 | $ 720,800 | ||
Deferred underwriting commissions charged to additional paid in capital | 9,280,173 | |||
Fair value of capital contribution by Sponsor to Anchor Investors | 11,107,653 | |||
Forfeiture of 558,805 founder shares | 56 | |||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 18,104 | |||
Initial classification of warrant liability | $ 23,422,455 |
STATEMENT OF CASH FLOWS (Parent
STATEMENT OF CASH FLOWS (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CIK0001853021 Metals Acquisition Corp [Member] | ||
Forfeiture of 558,805 founder shares (in shares) | 558,805 | 558,805 |
Organization and Business Ope_4
Organization and Business Operations and Going Concern and Management's Plan | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp [Member] | ||
Organization and Business Operations and Going Concern and Management's Plan | Note 1 - Organization and Business Operations and Going Concern and Management’s Plan Metals Acquisition Corp (together with its consolidated subsidiaries, except as the context otherwise requires, the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 11, 2021.The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On March 4, 2022, a wholly owned subsidiary, Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”) was incorporated under the Australian Corporations Act 2001 and registered in New South Wales for the purposes of an initial Business Acquisition. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from March 11, 2021 (inception) through March 31, 2023, relates to the Company’s formation, operating costs, and the initial public offering (the “IPO”), described below and activities related to seeking an acquisition target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments in the trust account derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on July 28, 2021 (the “Effective Date”). On August 2, 2021, the Company consummated its IPO of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. The underwriter had a 45-day option from the date of the Company’s IPO (August 2, 2021) to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Notes 3 and 8) and $530,173 in deferred underwriting fees. Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor for an aggregate of 201,971 warrants to purchase Class A Ordinary Shares for $1.50 per warrant in a private placement with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (the “Additional Private Placement Warrants”), generating total proceeds of $302,956 (the “Private Placement Proceeds” and, together with the Option Unit Proceeds, the “Proceeds”) (see Note 5). On September 16, 2021, the remaining amounts under the over-allotment option expired unused and 558,805 Class B ordinary shares were forfeited by the Sponsor to the Company for no consideration. The Additional Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. Certain qualified institutional buyers or institutional accredited investors who are unaffiliated with the management team (“Anchor Investors”) purchased a total of 19,575,000 Units or 78.3% of the outstanding Units following the IPO (assuming no exercise of the over-allotment option). After the exercise of the Underwriter’s over-allotment option, the percentage purchased by Anchor Investors has decreased from 78.3% to 73.8%. In addition, the Sponsor sold membership interests representing an aggregate of 1,272,500 founder shares to all Anchor Investors combined in the Sponsor, that will convert on a one The Company estimated the aggregate fair value of these founder shares attributable to Anchor Investors via their purchase of the membership interest to be $11,107,653, or $8.73 per share. The founder shares purchased by the Anchor Investors represent a capital contribution by the Sponsor for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As the IPO included two instruments, Class A ordinary shares and warrants, and as the warrants are classified as a financial liability, it was necessary to allocate the gross proceeds between Class A ordinary shares and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A ordinary shares and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was then allocated to Class A ordinary shares. The percentage derived from this allocation was then used to allocate deferred offering costs between Class A ordinary shares and warrants. Issuance costs of $1,984,130 were allocated to the warrants and charged to the Company’s current period statement of operations. The purchase of 78.3% in aggregate of the Units sold in the IPO, or 19,575,000 Units and the sales of membership interest by the Sponsor are hereby referred to as the “Anchor Investment.” Transaction costs of the IPO amounted to $26,713,571 consisting of $5,302,956 of underwriting discounts, $9,280,173 of deferred underwriting discounts, fair value in the Anchor Investor shares of $11,107,653, and $1,022,789 of other offering costs. Of the transaction costs, $1,984,130 is included in other expenses and $24,729,441 is included in temporary equity. A total of $265,147,800 was placed in a U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee, upon closing of the IPO and the underwriter partially exercising its over-allotment option. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts previously disbursed to management for working capital purposes, if permitted, and excluding the amount of deferred underwriting discounts and commissions held in trust) at the time of signing an agreement to enter a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for so that the Company is not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The net proceeds from the initial public offering are held in a trust account and are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 24 months from the closing of the IPO. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO, with respect to such Class A ordinary shares so redeemed. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. The public shareholders are entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two The ordinary shares subject to redemption are recorded at redemption value and have been classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 24 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company has not completed the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after the IPO in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Company’s Sponsor has agreed it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay its tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be liable for such third-party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Accordingly, the Sponsor may not be able to satisfy those obligations. On March 17, 2022, the Company and Glencore Operations Australia Pty Limited (“Glencore”) entered into a Share Sale Agreement (the “SSA”). Under the terms of the SSA, MAC-Sub will acquire from Glencore 100% of the issued share capital of Cobar Management Pty. Limited (“CMPL”) (the acquisition of CMPL and the CSA mine (as defined herein) from Glencore, the “Proposed Business Combination”). CMPL owns and operates the Cornish, Scottish and Australian mine (the “CSA Mine”) in Cobar, New South Wales, Australia. Under the original terms of the SSA, in consideration for the acquisition of CMPL, the Company and MAC-Sub will: (a) pay $1,050,000,000 to Glencore (subject to a customary closing accounts adjustments to reflect the working capital, net debt and tax liabilities of CMPL at the time of closing under the SSA (the “Closing”)), (b) issue $50,000,000 (5,000,000 shares) worth of MAC Class A ordinary shares, $0.0001 par value to Glencore, and (c) enter into a net smelter royalty pursuant to which after the Closing, CMPL will pay to Glencore a royalty of 1.5% of all net smelter copper concentrate produced from the mining tenure held by CMPL at the time of the Closing. The business combination has been approved by the boards of directors of the Company and Glencore. On November 22, 2022, the Company, MAC-Sub and Metals Acquisition Limited (“MAC Limited”) entered into a Deed of Consent and Covenant with Glencore to amend the SSA (the “Amendment”). Pursuant to the Amendment, the parties thereto agreed to (i) permit the Company to undertake a re-domiciliation whereby the Company will be merged with and into MAC Limited, with MAC Limited continuing as the surviving company (“New MAC”) and (ii) amend the consideration payable to Glencore in connection with the acquisition of the CSA Mine whereby the Company and MAC-Sub will: (a) Pay at least $ 775 million in cash (with the potential to be scaled up to $ 875 million depending on equity demand) to Glencore (subject to customary closing accounts adjustment (including New MAC being liable for accounting fees in connection with the transaction) to reflect the working capital, net debt and tax liabilities of CMPL at the Closing; (b) Issue up to 10,000,000 ordinary shares of New MAC (the “New MAC Ordinary Shares”) at the Closing (the “Rollover Shares”) to Glencore (having a value of up to $100,000,000 ) with Glencore having the option to scale down the amount to $0 subject to MAC raising sufficient equity (with any scale-back to be reflected in the upfront cash payment scale-up, as set forth in subsection (a)); (c) Pay $75 million in a deferred cash payment on the following terms: (i) Payable upon New MAC’s listing on the Australian Stock Exchange or undertaking any alternative equity raise (up to 50% of the net proceeds from the raise, capped at US $75 million); (ii) the unpaid balance of the $75 million will accrue interest at a rate equivalent to what New MAC pays on its mezzanine subordinated term loan, set at SOFR plus a variable margin of 8 - 12 % (which will be determined by reference to prevailing copper prices); and (iii) any residual (up to the $75 million plus applicable interest) not paid in cash by the date that is twelve ( 12 ) months after the Closing will be settled on the next business day through the issuance of additional New MAC Ordinary Shares at a 30 % discount to the 20 -trading day VWAP before the issuance (“Equity Conversion Date”). If New MAC is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume (US$ equivalent) over the 20-trading day period before the Equity Conversion Date. If the New MAC Ordinary Shares cannot be issued to Glencore due to applicable law or the rules of any applicable stock exchange, Glencore, in its sole discretion, may delay the date for the issuance of the New MAC Ordinary Shares, noting that such right only delays the date for the issuance of the New MAC Ordinary Shares, which amount of New MAC Ordinary Shares will be set on the Equity Conversion Date; (d) Pay $150 million in cash structured as two contingent payments ($ 75 million each) that are unsecured, fully subordinated and payable if, over the life of the CSA Mine, the average daily London Metal Exchange closing price is greater than: (i) $ 4.25 /lb (US$ 9,370 /mt) for any rolling 18-month period (commencing at Closing) (the “First Contingent Payment”); and (ii) $ 4.50 /lb (US$ 9,920 /mt) for any rolling 24 -month period (commencing at Closing) (the “Second Contingent Payment”); The First Contingent Payment and the Second Contingent Payment will be payable as soon as the applicable payment trigger milestone has been achieved. However, if one or both of the milestones are met in the first three years post-Closing, the payment will only be made to the extent it does not constitute a breach of New MAC’s finance facilities in place at the Closing. To the extent payment would constitute a breach of the relevant facilities, New MAC will be subject to an obligation to use best endeavors to obtain the consent of all financiers for the payment to be made during the three-year window. For the avoidance of doubt, New MAC will be obligated to make the payments on the earlier of the first business day following (i) the refinancing of its senior debt, and (ii) the third anniversary of the Closing (being maturity of the senior debt), to the extent that First Contingent Payment and/or Second Contingent Payment has been triggered but not paid during the first three years post-Closing; (e) Enter into a Royalty Deed and Offtake Agreement as previously disclosed in the SSA; and (f) Grant Glencore the right to appoint one (1) director to the New MAC board of directors for every 10 % of New MAC Ordinary Shares that Glencore beneficially owns. On February 28, 2023, MAC-Sub, the Company and New MAC, as guarantors, entered into a syndicated facility agreement with Citibank, N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch, and National Bank of Canada (collectively, the “Senior Lenders”) and Citisecurities Limited, as agent for the Senior Lenders, to provide a senior syndicate loan facility to finance, in part, the Proposed Business Combination. The Senior Syndicated Facility provides amongst other facilities, a US$205 million acquisition term loan that can be used to fund in part the Business Combination Consideration. On March 10, 2023, MAC-Sub, the Company and MAC Limited, as guarantors, entered into a mezzanine debt facility loan note subscription agreement (the “Mezz Facility”) with Sprott Private Resource Lending II (Collector-2), LP, (the “Lender”) and Sprott Resource Lending Corp., as agent and security trustee for the Lender, to provide a mezzanine loan facility of US$135,000,000 to finance, in part, the Proposed Business Combination. On April 14, 2023, the Company, New MAC and certain investors entered into subscription agreements (the “Subscription Agreements”), pursuant to which such investors agreed to subscribe for an aggregate of 11,362,506 ordinary shares, par value $0.0001 per share, of the Issuer (the “Subscribed Shares”) at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625,060 in a private placement or placements (the “Private Placements”) to be consummated immediately prior to or substantially concurrently with the consummation of the Proposed Business Combination. The obligations of the parties to consummate the transactions contemplated by the Subscription Agreements shall be contingent upon, among other things, customary closing conditions and the consummation of the Proposed Business Combination. The Subscription Agreements will terminate upon the earlier of (i) such date and time as the Share Sale Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of the Company and Subscriber to terminate the Subscription Agreements, or (iii) August 2, 2023. Michael James McMullen, Chief Executive Officer and a member of the board of directors of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $1,500,000. Katherine Crouse, spouse of Marthinus J. Crouse, Chief Financial Officer of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $250,000. Patrice Ellen Merrin, director of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $50,000. In connection with the Subscription Agreements, Green Mountain Metals, LLC, the Company’s sponsor, agreed to transfer an aggregate of 517,500 shares of Class B common stock (Founder Shares converted to ordinary common stock on closing of the Proposed Business Combination) of the Company that it currently holds to certain investors who agreed to subscribe for a significant number of Subscribed Shares. Going Concern and Management’s Plan As of March 31, 2023, the Company had $35,075 of cash and a working capital deficit of $22,808,456. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Until the consummation of the Business Combination, the Company will be using the funds not held in the Trust Account. On April 13, 2022, the Company issued an unsecured promissory note (the “2022 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company could borrow up to $1,200,000 from the Sponsor for working capital needs, including transaction costs reasonably related to the consummation of the Proposed Business Combination (Refer to Note 5). On May 6, 2022, the Company borrowed $1,200,000 under the 2022 Sponsor Convertible Note. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note resulting in the issuance of 800,000 private placement warrants to the Sponsor, fully satisfying the Company’s obligation under the 2022 Sponsor Convertible Note. On October 25, 2022, the Company issued an unsecured non-convertible promissory note (the “October 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The October 2022 Note bears no interest and all unpaid principal under the note will be due and payable in full up to the earlier of (1) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of March 31, 2023, $300,000 was outstanding under the October 2022 Note. On December 21, 2022, the Company issued an unsecured non-convertible promissory note (the “December 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $1,254,533 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The December Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of March 31, 2023, $1,187,496 was outstanding under the December 2022 Note. On January 9, 2023, the Company issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Proposed Business Combination. Concurrently upon the issuance of the 2023 Sponsor Convertible Note, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 resulting in the issuance of 200,000 private placement warrants to the Sponsor, fully satisfying the Company’s obligation under the 2023 Sponsor Convertible Note. On March 31, 2023, the Company issued an unsecured non-convertible promissory note (the “March 2023 Note”) to the Sponsor pursuant to which the Company may borrow up to $339,877 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The March 2023 Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine (“CSA Mine”) in the Company’s business combination. As of March 31, 2023 there was no balance outstanding under the March 31, 2023 Note. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 2, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and the Company’s stockholders have not approved an extension by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that, should a Business Combination not occur, and an extension not be approved by the stockholders of the Company, the potential for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 2, 2023. The Company intends to continue to complete a Business Combination before the mandatory liquidation date. The Company is within 5 months of its mandatory liquidation date as of the time of filing of this Report. Risks and Uncertainties Results of operations and the Company’s ability to complete the Proposed Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination. Per the Going Concern note above, the Company intends to continue to complete the Proposed Business Combination before the mandatory liquidation date of August 2, 2023. However, the Company is within 5 months of its mandatory liquidation date as of the time of filing of this Report and without an extension it is highly unlikely that a different business combination would be consummated if the Proposed Business Combination failed. The condition precedent satisfaction date under the Share Sale Agreement (as amended) for the Proposed Business Combination is April 28, 2023 (“CP Date”). If all conditions precedent are not satisfied or waived by the CP Date and the parties don’t mutually agree an extension in writing, then both the Company and Glencore have the option to unilaterally elect to terminate the Share Sale Agreement. In the event the conditions precedent are not satisfied or waived in full by the CP Date and neither party elects to terminate, then the Share Sale Agreement remains binding on both parties until such date as one party elects to exercise its option to terminate | Note 1 - Organization and Business Operations, Going Concern and Management’s Plan Metals Acquisition Corp (together with its consolidated subsidiaries, except as the context otherwise requires, the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 11, 2021.The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On March 4, 2022, a wholly owned subsidiary, Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”) was incorporated under the Australian Corporations Act 2001 and registered in New South Wales for the purposes of the Proposed Business Combination. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 11, 2021 (inception) through December 31, 2022, relates to the Company’s formation, operating costs, and the initial public offering (the “IPO”), described below and activities related to seeking an acquisition target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments in the trust account derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Green Mountain Metals LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on July 28, 2021 (the “Effective Date”).On August 2, 2021, the Company consummated its IPO of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (“Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $250,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 5,333,333 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. The underwriter had a 45-day option from the date of the Company’s IPO (August 2, 2021) to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Notes 3 and 8) and $530,173 in deferred underwriting fees. Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor for an aggregate of 201,971 warrants to purchase Class A Ordinary Shares for $1.50 per warrant in a private placement with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (the “Additional Private Placement Warrants”), generating total proceeds of $302,956 (the “Private Placement Proceeds” and, together with the Option Unit Proceeds, the “Proceeds”) (see Note 5). On September 16, 2021, the remaining amounts under the over-allotment option expired unused and 558,805 Class B ordinary shares were forfeited by the Sponsor to the Company for no consideration. The Additional Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. Certain qualified institutional buyers or institutional accredited investors who are unaffiliated with the management team (“Anchor Investors”) purchased a total of 19,575,000 Units or 78.3% of the outstanding Units following the IPO (assuming no exercise of the over-allotment option). After the exercise of the Underwriter’s over-allotment option, the percentage purchased by Anchor Investors has decreased from 78.3% to 73.8%. In addition, the Sponsor sold membership interests representing an aggregate of 1,272,500 founder shares to all Anchor Investors combined that will convert on a one-to-one basis into common shares in New MAC upon the Proposed Business Combination. The Company estimated the aggregate fair value of these founder shares attributable to Anchor Investors via their purchase of the membership interest to be $11,107,653, or $8.73 per share. The founder shares purchased by the Anchor Investors represent a capital contribution by the Sponsor for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As the IPO included two instruments, Class A ordinary shares and warrants, and as the warrants are classified as a financial liability, it was necessary to allocate the gross proceeds between Class A ordinary shares and warrants. The Company adopted the residual method to allocate the gross proceeds between Class A ordinary shares and warrants based on their relative fair values. The gross proceeds were first allocated to the fair value of the warrants and the residual amount was then allocated to Class A ordinary shares. The percentage derived from this allocation was then used to allocate deferred offering costs between Class A ordinary shares and warrants. Issuance costs of $1,984,130 were allocated to the warrants and charged to the Company’s prior period statement of operations. The purchase of 78.3% in aggregate of the Units sold in the IPO, or 19,575,000 Units and the sales of membership interest by the Sponsor are hereby referred to as the “Anchor Investment.” Transaction costs of the IPO amounted to $26,713,571 consisting of $5,302,956 of underwriting discounts, $9,280,173 of deferred underwriting discounts, fair value in the Anchor Investor shares of $11,107,653, and $1,022,789 of other offering costs. Of the transaction costs, $1,984,130 is included in other expenses and $24,729,441 is included in temporary equity. A total of $265,147,800 was placed in a U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee, upon closing of the IPO and the underwriter partially exercising its over-allotment option. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts previously disbursed to management for working capital purposes, if permitted, and excluding the amount of deferred underwriting discounts and commissions held in trust) at the time of signing an agreement to enter a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for so that the Company is not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The net proceeds from the initial public offering are held in the Trust Account and are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity, and (c) the redemption of the public shares if the Company has not consummated the initial Business Combination within 24 months from the closing of the IPO. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO, with respect to such Class A ordinary shares so redeemed. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. The public shareholders are entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two The ordinary shares subject to redemption are recorded at redemption value and have been classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 24 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company has not completed the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after the IPO in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period, or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to consummate the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Company’s Sponsor has agreed it will be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay its tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be liable for such third-party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Accordingly, the Sponsor may not be able to satisfy those obligations. On March 17, 2022, the Company, MAC-Sub, and Glencore Operations Australia Pty Limited (“Glencore”) entered into a Share Sale Agreement (the “SSA”). Under the terms of the SSA, MAC-Sub will acquire from Glencore 100% of the issued share capital of Cobar Management Pty. Limited (“CMPL”) (the acquisition of CMPL and the CSA mine (as defined herein) from Glencore, the “Proposed Business Combination”). CMPL owns and operates the Cornish, Scottish and Australian mine (the “CSA Mine”) in Cobar, New South Wales, Australia. Under the original terms of the SSA, in consideration for the acquisition of CMPL, the Company and MAC-Sub will: (a) pay $1,050,000,000 to Glencore (subject to a customary closing accounts adjustments to reflect the working capital, net debt and tax liabilities of CMPL at the time of closing under the SSA (the “Closing”)), (b) issue $50,000,000 (5,000,000 shares) worth of MAC Class A ordinary shares, $0.0001 par value to Glencore, and (c) enter into a net smelter royalty pursuant to which after the Closing, CMPL will pay to Glencore a royalty of 1.5% of all net smelter copper concentrate produced from the mining tenure held by CMPL at the time of the Closing. The business combination has been approved by the boards of directors of the Company and Glencore. On November 22, 2022, the Company, MAC-Sub and Metals Acquisition Limited (“MAC Limited”) entered into a Deed of Consent and Covenant with Glencore to amend the SSA (the “Amendment”). Pursuant to the Amendment, the parties thereto agreed to (i) permit the Company to undertake a re-domiciliation whereby the Company will be merged with and into MAC Limited, with MAC Limited continuing as the surviving company (“New MAC”) and (ii) amend the consideration payable to Glencore in connection with the acquisition of the CSA Mine whereby the Company and MAC-Sub will: (a) Pay at least $775 million in cash (with the potential to be scaled up to $875 million depending on equity demand) to Glencore (subject to customary closing accounts adjustment (including New MAC being liable for accounting fees in connection with the transaction) to reflect the working capital, net debt and tax liabilities of CMPL at the Closing; (b) Issue up to 10,000,000 ordinary shares of New MAC (the “New MAC Ordinary Shares”) at the Closing (the “Rollover Shares”) to Glencore (having a value of up to $100,000,000) with Glencore having the option to scale down the amount to $0 subject to MAC raising sufficient equity (with any scale-back to be reflected in the upfront cash payment scale-up, as set forth in subsection (a)); (c) Pay $75 million in a deferred cash payment on the following terms: (i) Payable upon New MAC’s listing on the Australian Stock Exchange or undertaking any alternative equity raise (up to 50% of the net proceeds from the raise, capped at US$75 million); (ii) the unpaid balance of the $75 million will accrue interest at a rate equivalent to what New MAC pays on its mezzanine subordinated term loan, set at SOFR plus a variable margin of (iii) any residual (up to the $75 million plus applicable interest) not paid in cash by the date that is twelve ( 12 -trading day VWAP before the issuance (“Equity Conversion Date”). If New MAC is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume (US$ equivalent) over the 20-trading day period before the Equity Conversion Date. If the New MAC Ordinary Shares cannot be issued to Glencore due to applicable law or the rules of any applicable stock exchange, Glencore, in its sole discretion, may delay the date for the issuance of the New MAC Ordinary Shares, noting that such right only delays the date for the issuance of the New MAC Ordinary Shares, which amount of New MAC Ordinary Shares will be set on the Equity Conversion Date (d) Pay $150 million in cash structured as two contingent payments ($75 million each) that are unsecured, fully subordinated and payable if, over the life of the CSA Mine, the average daily London Metal Exchange closing price is greater than: (i) $4.25/lb (US$9,370/mt) for any rolling 18-month period (commencing at Closing) (the “First Contingent Payment”); and (ii) $4.50/lb (US$9,920/mt) for any rolling 24-month The First Contingent Payment and the Second Contingent Payment will be payable as soon as the applicable payment trigger milestone has been achieved. However, if one or both of the milestones are met in the first three years post-Closing, the payment will only be made to the extent it does not constitute a breach of New MAC’s finance facilities in place at the Closing. To the extent payment would constitute a breach of the relevant facilities, New MAC will be subject to an obligation to use best endeavors to obtain the consent of all financiers for the payment to be made during the three-year window. For the avoidance of doubt, New MAC will be obligated to make the payments on the earlier of the first business day following (i) the refinancing of its senior debt, and (ii) the third anniversary of the Closing (being maturity of the senior debt), to the extent that First Contingent Payment and/or Second Contingent Payment has been triggered but not paid during the first three years post-Closing; (e) Enter into a Royalty Deed and Offtake Agreement as previously disclosed in the Current Report; and (f) Grant Glencore the right to appoint one (1) director to the New MAC board of directors for every 10% of New MAC Ordinary Shares that Glencore beneficially owns. On February 28, 2023, MAC-Sub, the Company and New MAC, as guarantors, entered into a syndicated facility agreement with Citibank, N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch, and National Bank of Canada (collectively, the “Senior Lenders”) and Citisecurities Limited, as agent for the Senior Lenders, to provide a senior syndicate loan facility to finance, in part, the Proposed Business Combination. The Senior Syndicated Facility provides amongst other facilities, a US$205 million acquisition term loan that can be used to fund in part the Business Combination Consideration. On March 10, 2023, MAC-Sub, the Company and MAC Limited, as guarantors, entered into a mezzanine debt facility loan note subscription agreement (the “Mezz Facility”) with Sprott Private Resource Lending II (Collector-2), LP, (the “Lender”) and Sprott Resource Lending Corp., as agent and security trustee for the Lender, to provide a mezzanine loan facility of US$135,000,000 to finance, in part, the Proposed Business Combination. Going Concern and Management’s Plan As of December 31, 2022, the Company had $42,314 of cash and a working capital deficit of $17,936,214. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Until the consummation of the Business Combination, the Company will be using the funds not held in the Trust Account. On April 13, 2022, the Company issued an unsecured promissory note (the “2022 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company could borrow up to $1,200,000 from the Sponsor for working capital needs, including transaction costs reasonably related to the consummation of the Proposed Business Combination (Refer to Note 5). On May 6, 2022, the Company borrowed $1,200,000 under the 2022 Sponsor Convertible Note. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note resulting in the issuance of 800,000 private placement warrants to the Sponsor, fully satisfying the Company’s obligation under the 2022 Sponsor Convertible Note. On October 25, 2022, the Company issued an unsecured non-convertible promissory note (the “October 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The October 2022 Note bears no interest and all unpaid principal under the note will be due and payable in full up to the earlier of (1) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of December 31, 2022, $300,000 was outstanding under the October 2022 Note. On December 21, 2022, the Company issued an unsecured non-convertible promissory note (the “December 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $1,254,533 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The December Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of December 31, 2022, $486,096 was outstanding under the December 2022 Note. On January 9, 2023, the Company issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Proposed Business Combination (Refer to Note 9). In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 2, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and the Company’s stockholders have not approved an extension by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that, should a Business Combination not occur, and an extension not be approved by the stockholders of the Company, the potential for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 2, 2023. The Company intends to continue to complete a Business Combination before the mandatory liquidation date. The Company is within 5 months of its mandatory liquidation date as of the time of filing of this Report. Risks and Uncertainties Results of operations and the Company’s ability to complete the Proposed Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination. Per the Going Concern note above, the Company intends to continue to complete the Proposed Business Combination before the mandatory liquidation date of August 2, 2023. However; the Company is within 5 months of its mandatory liquidation date as of the time of filing of this Report and without an extension it is highly unlikely that a different business combination would be consummated if the Proposed Business Combination failed. The condition precedent satisfaction date under the Share Sale Agreement (as amended) for the Proposed Business Combination is 28 April 2023 (“CP Date”). If all conditions precedent are not satisfied or waived by the CP Date and the parties don’t mutually agree an extension in writing, then both the Company and Glencore have the option to unilaterally elect to terminate the Share Sale Agreement. In the event the conditions precedent are not satisfied or waived in full by the CP Date and neither party elects to terminate, then the Share Sale Agreement remains binding on both parties until such date as one party elects to exercise its option to terminate |
Significant Accounting Polici_7
Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp [Member] | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 24, 2023. The interim results for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future interim periods. The condensed consolidated financial statements include the accounts of a wholly-owned subsidiary Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”), a private company incorporated in Australia. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. MAC-Sub was solely incorporated for the purpose of the Proposed Business Combination and was dormant for 2022. Intercompany transactions for the period ended March 31, 2023 were eliminated upon consolidation. Revision of Prior Year Presentation Certain prior year amounts have been revised to conform to the current year presentation. These revisions had no effect on the reported results of operations. A revision has been made to the Statement of Operations for March 31, 2022, to revise the earnings per share for Class A Ordinary Shares and Class B Ordinary Shares to conform to the current year calculation in applying the two class method. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). The Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and qualifying for exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but that any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company had $35,075 and $42,314 of cash as of March 31, 2023 and December 31, 2022. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. Investments Held in Trust Account At March 31, 2023 and December 31, 2022, funds held in the Trust Account included $271,757,366 and $268,908,716 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of March 31, 2023 and December 31, 2022, the Company has not experienced losses on this account. The Investments Held in the Trust Account are invested in J.P. Morgan money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Treasury bonds are considered low-risk investments that are generally risk-free when held to maturity, since being fully backed by the U.S. government makes the risk of default extremely low. Convertible Debt The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. Debt Financing Costs The Company complies with the requirements of ASC 835-30-45-1A with respect to debt financing costs. Debt financing costs consist principally of legal and professional fees incurred through the balance sheet date that are directly related to the procurement of the Senior Syndicated Facility and the Mezz Facility. Debt financing costs incurred prior to the closing of the related debt instrument are capitalized and reported in the balance sheet as a long-term deferred asset until the closing of the related debt instrument at which time the accumulated debt financing costs are capitalized to the debt instrument as previously discussed. As of March 31, 2023 and December 31, 2022, $1,598,459 and $985,760, respectively, were capitalized and are included in deferred financing costs on the condensed consolidated balance sheets. On February 28, 2023 and March 10, 2023, the Company closed the Senior Syndicated Facility and the Mezz Facility respectively – Refer to Note 6. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the consolidated statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs totaling $26,713,571 (consisting of $5,302,956 of underwriting fees, $9,280,173 of deferred underwriting fees, $11,107,653 of fair value of founder shares sold to Anchor Investors, and $1,022,789 of other offering costs) were recognized. Of the $26,713,571 offering costs $1,984,130 were allocated to the Public and Private Warrants and included in other expenses for the period and $24,729,441 included in temporary equity. There were no offering costs incurred for the three months ended March 31, 2023. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the IPO (August 2, 2021) and re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are derivative instruments. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the consolidated statement of operations in the period of change. Warrant Instruments The Company accounts for the 13,666,666 warrants issued in connection with the IPO and Private Placement and the additional 504,927 public warrants and 201,971 private placement warrants associated with the exercise of the over-allotment, in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” under which the warrants do not meet the criteria for equity treatment and must, thereby, be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statements of operations. The fair value of warrants will be estimated using observable market inputs. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset that would be paid for the transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. All of the Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value and subsequently adjusted the redemption book value as of the IPO date for the earnings in the Trust Account. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. The carrying amount of ordinary shares subject to possible redemption excludes any potential reduction for up to $100,000 of funds held in trust that the Company may use to fund liquidation expenses. The Company will reduce the carrying amount of temporary equity for the availability of these funds only in the event that the Company’s liquidation becomes probable. As of March 31, 2023 and December 31, 2022, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 265,147,800 Less: Proceeds allocated to Public Warrants, net of offering costs (14,052,833) Ordinary share issuance costs (24,729,441) Plus: Remeasurement adjustment of carrying value to redemption value 42,543,190 Ordinary shares subject to possible redemption as of December 31, 2022 268,908,716 Plus: Remeasurement adjustment of carrying value to redemption value 2,848,650 Ordinary shares subject to possible redemption as of March 31, 2023 $ 271,757,366 Net (Loss) Income Per Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. In applying the two-class method, net income is shared pro rata between the two classes of shares whereas net losses, after adjustment for Trust income, are allocated solely to Class B ordinary shares, as Class A ordinary shares have no obligation to fund losses nor is their redemption feature reduced as a result of losses. Private and public warrants to purchase 14,373,564 Class A ordinary shares at $11.50 per share were issued on August 2, 2021, and September 3, 2021. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note, resulting in the issuance of 800,000 private placement warrants to the Sponsor. On January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the 2023 Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. Each private placement warrant entitles the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, or (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 (1) Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ 2,848,650 $ (8,075,792) $ 17,415 $ (5,866,228) Denominator: Weighted average shares outstanding 26,514,780 6,628,695 26,514,780 6,628,695 Basic and diluted net income/(loss) per ordinary share $ 0.11 $ (1.22) $ — $ (0.88) (1) Net loss per share for the three months ended March 31, 2022 for Class A Ordinary Shares and Class B Ordinary Shares have been revised to conform with current period presentation (See Note 2). Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. The Company is considered to be an exempted Cayman Islands company with connection to Australia via MAC-Sub as a taxable jurisdiction. MAC-Sub is dormant and the Company is therefore presently not subject to income taxes or income tax filing requirements in the Cayman Islands, United States or Australia. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts on an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. MAC-Sub was solely incorporated for the purpose of the Proposed Business Combination and was dormant for 2022. There were no intercompany transactions for the period ended December 31, 2022. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). The Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and qualifying for exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but that any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company had $42,314 and $954,974 of cash as of December 31, 2022 and 2021, respectively. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not Investments Held in Trust Account At December 31, 2022 and 2021, funds held in the Trust Account included $268,908,716 and $265,155,619, respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on this bank account. The Investments Held in the Trust Account are invested in J.P. Morgan money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Treasury bonds are considered low-risk investments that are generally risk-free when held to maturity, since being fully backed by the U.S. government makes the risk of default extremely low. Convertible Debt The Company accounts for conversion options embedded in convertible Promissory notes from Related Parties in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. Debt Financing Costs The Company complies with the requirements of ASC 835-30-45-1A with respect to debt financing costs. Debt financing costs consist principally of legal and professional fees incurred through the balance sheet date that are directly related to the procurement of the Senior Syndicated Facility and the Mezz Facility. Debt financing costs incurred prior to the closing of the related debt instrument are capitalized and reported in the balance sheet as a long-term deferred asset until the closing of the related debt instrument at which time the accumulated debt financing costs are capitalized to the debt instrument as previously discussed. As of December 31, 2022 and 2021, $985,760 and $0, respectively, were capitalized and are included in deferred financing costs on the consolidated balance sheets. On February 28, 2023 and March 10, 2023, the Company closed the Senior Syndicated Facility and the Mezz Facility respectively – Refer to Note 9, Subsequent Events. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the consolidated statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs totaling $26,713,571 (consisting of $5,302,956 of underwriting fees, $9,280,173 of deferred underwriting fees, $11,107,653 of fair value of founder shares sold to Anchor Investors, and $1,022,789 of other offering costs) were recognized. Of the $26,713,571 offering costs $1,984,130 were allocated to the Public and Private Warrants and included in other expenses and $24,729,441 included in temporary equity for the period ended December 31, 2021. There were no offering costs incurred for the year ended December 31, 2022. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the IPO (August 2, 2021) and re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are derivative instruments. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the consolidated statement of operations in the period of change. Warrant Instruments The Company accounts for the 13,666,666 warrants issued in connection with the IPO and Private Placement and the additional 504,927 public warrants and 201,971 private placement warrants associated with the exercise of the over-allotment, in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” under which the warrants do not meet the criteria for equity treatment and must, thereby, be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the instrument to fair value at each reporting period. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statements of operations. The fair value of warrants is determined by the closing price of the warrants on the last trading day of the reporting period. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset that would be paid for the transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheet. All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value and subsequently adjusted the redemption book value as of the IPO date for the earnings in the Trust Account. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. The carrying amount of ordinary shares subject to possible redemption excludes any potential reduction for up to $100,000 of funds held in trust that the Company may use to fund liquidation expenses. The Company will reduce the carrying amount of temporary equity for the availability of these funds only in the event that the Company’s liquidation becomes probable. As of December 31, 2022 and 2021, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 265,147,800 Less: Proceeds allocated to Public Warrants, net of offering costs (14,052,833) Ordinary share issuance costs (24,729,441) Plus: Remeasurement adjustment of carrying value to redemption value 38,782,274 Ordinary shares subject to possible redemption as of December 31, 2021 265,147,800 Plus: Remeasurement adjustment of carrying value to redemption value 3,760,916 Ordinary shares subject to possible redemption as of December 31, 2022 $ 268,908,716 Net (Loss) Income Per Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. In applying the two-class method, net income is shared pro rata between the two classes of shares whereas net losses, after adjustment for Trust income, are allocated solely to Class B ordinary shares, as Class A ordinary shares have no obligation to fund losses nor is their redemption feature reduced as a result of losses. Private and public warrants to purchase 14,373,564 Class A ordinary shares at $11.50 per share were issued on August 2, 2021, and September 3, 2021. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note, resulting in the issuance of 800,000 private placement warrants to the Sponsor. Each private placement warrant entitles the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, or (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): For the Period from March 11, 2021 For the Year Ended (inception) through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income (as adjusted) $ 3,753,097 $ (8,495,715) $ 7,354,212 $ 3,460,806 Denominator: Weighted average shares outstanding 26,514,780 6,628,695 13,451,926 6,403,525 Basic and diluted net (loss) income per ordinary share $ 0.14 $ (1.28) $ 0.54 $ 0.54 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s management does not expect any change in unrecognized tax benefits over the next 12 months. The Company is considered to be an exempted Cayman Islands company with connection to Australia via MAC-Sub as a taxable jurisdiction. MAC-Sub is dormant and the Company is therefore presently not subject to income taxes or income tax filing requirements in the Cayman Islands, United States or Australia. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts on an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Initial Public Offering_2
Initial Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp [Member] | ||
Initial Public Offering | Note 3 — Initial Public Offering Units On August 2, 2021, the Company consummated its IPO of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one The underwriter had a 45-day option from the date of the Company’s IPO (August 2, 2021) to purchase up to an additional 3,750,000 Units to cover over-allotments. On September 3, 2021, the underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Note 1) and $530,173 of deferred underwriting fees. On September 16, 2021, the remaining amounts under the over-allotment option expired unused and 558,805 Class B ordinary shares were forfeited by the Sponsor to the Company for no consideration. Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price; (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions); and (z) the volume-weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or if a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. If the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. If a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”); and ● if, and only if, the last reported sales price (the “Closing Price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity linked securities ) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Warrants — Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations, and the like) on the trading day before the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). | Note 3 — Initial Public Offering Units On August 2, 2021, the Company consummated its IPO of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one The underwriter had a 45-day option from the date of the Company’s IPO (August 2, 2021) to purchase up to an additional 3,750,000 Units to cover over-allotments. On September 3, 2021, the underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Note 1) and $530,173 of deferred underwriting fees. On September 16, 2021, the remaining amounts under the over-allotment option expired unused and 558,805 Class B ordinary shares were forfeited by the Sponsor to the Company for no consideration. Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price; (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions); and (z) the volume-weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or if a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. If the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. If a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”); and ● if, and only if, the last reported sales price (the “Closing Price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A ordinary shares and equity linked securities ) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the redemption date and the “fair market value” of the Class A ordinary shares (as defined below); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations, and the like) on the trading day before the Company sends the notice of redemption to the warrant holders. The “fair market value” of the Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). |
Private Placement_2
Private Placement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp [Member] | ||
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $8,000,000 in the aggregate. Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor for an aggregate of 201,971 warrants to purchase Class A Ordinary Shares for $1.50 per warrant in a private placement with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (the “Additional Private Placement Warrants”), generating total proceeds of $302,956 (the “Private Placement Proceeds” and, together with the Option Unit Proceeds, the “Proceeds”) (see Note 1). On September 16, 2021, the remaining amounts under the over-allotment option expired unused. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable, or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or $8,000,000 in the aggregate. Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the private placement with the Sponsor for an aggregate of 201,971 warrants to purchase Class A Ordinary Shares for $1.50 per warrant in a private placement with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (the “Additional Private Placement Warrants”), generating total proceeds of $302,956 (the “Private Placement Proceeds” and, together with the Option Unit Proceeds, the “Proceeds”) (see Note 1). On September 16, 2021, the remaining amounts under the over-allotment option expired unused. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) are not transferable, assignable, or salable until 30 days after the completion of the initial Business Combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. |
Related Party Transactions_2
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp [Member] | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In March 2021, the Company’s Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of which 937,500 shares were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units. On September 16, 2021, the remaining amounts under the over-allotment option expired unused. Consequently, 558,805 shares were forfeited by the Sponsor for no consideration. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. On December 14, 2022, Ashley Zumwalt-Forbes and Black Mountain Storage LLC (collectively, the “Transferors”) entered into a Securities Assignment Agreement to assign and transfer an aggregate of 25,000 shares in the Sponsor that will convert on a one The employment agreements expected to be signed by management in connection with the close of the Proposed Business Combination provide for the grant of 336,000 restricted stock units. As these grants are contingent upon the close of the Proposed Business Combination no amounts have been recorded in these condensed consolidated financial statements. On April 14, 2023, the Company, New MAC and certain investors entered into subscription agreements (the “Subscription Agreements”), pursuant to which such investors agreed to subscribe for an aggregate of 11,362,506 ordinary shares, par value $0.0001 per share, of the Issuer (the “Subscribed Shares”) at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625,060 in a private placement or placements (the “Private Placements”) to be consummated immediately prior to or substantially concurrently with the consummation of the Proposed Business Combination. The private placement included related party transactions specified below. Michael James McMullen, Chief Executive Officer and a member of the board of directors of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $1,500,000. Katherine Crouse, spouse of Marthinus J. Crouse, Chief Financial Officer of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $250,000. Patrice Ellen Merrin, director of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $50,000. In connection with the Subscription Agreements, Green Mountain Metals, LLC, the Company’s sponsor, agreed to transfer an aggregate of 517,500 shares of Class B common stock (Founder Shares converted to ordinary common stock on closing of the Proposed Business Combination) of the Company that it currently holds to certain investors who agreed to subscribe for a significant number of Subscribed Shares Promissory Note — Related Party On October 25, 2022 the Company issued an unsecured promissory note (“the October 2022 Note”) to the Sponsor, pursuant to which the Company borrowed the maximum of $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The October 2022 Note bears no interest and all unpaid principal under the October 2022 Note will be due and payable in full the earlier of (i) August 2, 2023 and (ii) the consummation of the Business Combination. As of March 31, 2023 and December 31, 2022 $300,000 were outstanding under the October 2022 Note. On December 21, 2022, the Company issued an unsecured promissory note (the “December 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $1,254,533 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The December 2022 Note bears no interest and all unpaid principal under the December 2022 Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of March 31, 2023 and December 31, 2022, $1,187,496 and $486,096 were outstanding under the December 2022 Note, respectively. The Company assessed the October 2022 Note and December 2022 Note and calculated the difference between the face value and the present value of the notes and the difference of $68,744 was recorded as a contribution from the Sponsor on the statement of shareholders’ deficit as of March 31, 2023. The Company also calculated imputed interest on the notes under FASB ASC Topic 835-30, “Imputation of Interest” in the amount of $40,842 and recorded interest expense on the statement of operations as of March 31, 2023. On March 31, 2023, the Company issued an unsecured non-convertible promissory note (the “March 2023 Note”) to the Sponsor pursuant to which the Company may borrow up to $339,877 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The March 2023 Note bears no interest and all unpaid principal under the Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine (“CSA Mine”) in the Company’s business combination. As of March 31, 2023, there was no amount outstanding under the March 2023 Note. Advances from Related Parties The Sponsor or an affiliate of the Sponsor incurred expenses on behalf of the Company only between the initial Company registration and the IPO. The liability was non-interest bearing and due on demand. During the year ended December 31, 2021, the Company received advances from related parties of $150,000 and were fully repaid at the close of the IPO. As at March 31, 2023 and December 31, 2022, there were no advances from Related Parties. Working Capital Loans – Convertible Promissory Note from Related Party To finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay the Working Capital Loans. If the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant, at the option of the lender. Such warrants would be identical to the Private Placement Warrants. At March 31, 2023 and December 31, 2022, there were no Working Capital Loans outstanding. On May 6, 2022, the Company entered into a convertible promissory note agreement with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,200,000. The 2022 Sponsor Convertible Note is non-interest bearing and payable on the earlier of (i) August 2, 2023, or (ii) the date on which the Company consummates the initial Business Combination. If the Company does not consummate the Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the 2022 Sponsor Convertible Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $1,200,000 of the 2022 Sponsor Convertible Note may be converted into warrants at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants; provided, however, that (i) the warrants will not be subject to forfeiture in connection with the Business Combination and (ii) the warrants will grant the holders the right to purchase one ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants. Concurrently with entering into the agreement, the Company borrowed $1,200,000 against the Sponsor Convertible Note. On May 24, 2022, the Sponsor exercised the conversion option and converted the issued and outstanding loan balance of $1,200,000 under the 2022 Sponsor Convertible Note into 800,000 private placement warrants. As of March 31, 2023, there were no outstanding amounts under the 2022 Sponsor Convertible Note. The Company assessed the provisions of the 2022 Sponsor Convertible Note under ASC 470-20. The derivative component of the obligation was initially valued and classified as a derivative liability. The conversion option was valued using a Monte Carlo Simulation method, which is considered to be a Level 3 fair value measurement and based on the following assumptions (see Note 6): May 24, 2022 May 6, 2022 Conversion Borrowing (Final (Initial Measurement) Measurement) Underlying warrant value $ 0.60 $ 0.80 Exercise price $ 1.50 $ 1.50 Holding period 0.35 0.40 Risk-free rate% 1.25 % 1.18 % Volatility% 59.57 % 55.35 % On January 9, 2023, the Company issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. All unpaid principal under the 2023 Sponsor Convertible Note will be due and payable in full on the earlier of (i) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination (the “Business Combination”) (such earlier date, the “Maturity Date”). Pursuant to the terms of the 2023 Sponsor Convertible Note, the Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the 2023 Sponsor Convertible Note, up to $300,000 in the aggregate, into warrants to purchase the Company’s Class A ordinary shares, par value $0.0001 per share, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. Concurrently upon the issuance of the 2023 Sponsor Convertible Note, on January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the 2023 Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. The Company assessed the provisions of the 2023 Sponsor Convertible Note under ASC 470-20 and determined due to the conversion of the note concurrent with the issuance of the promissory note there was no derivative component to be valued and recorded a warrant liability in the amount of $101,960 on January 9, 2023. | Note 5 — Related Party Transactions Founder Shares In March 2021, the Company’s Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of which 937,500 shares were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. On September 3, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,514,780 Units. On September 16, 2021, the remaining amounts under the over-allotment option expired unused. Consequently, 558,805 shares were forfeited by the Sponsor for no consideration. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property. On December 14, 2022, Ashley Zumwalt-Forbes and Black Mountain Storage LLC (collectively, the “Transferors”) entered into a Securities Assignment Agreement to assign and transfer an aggregate of 25,000 shares in the Sponsor that will convert on a one founder shares were transferred to the Recipient on December 23, 2022. The transfer of the founder shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. There are no vesting restrictions on the The employment agreements expected to be signed by management in connection with the close of the Proposed Business Combination provide for the grant of 336,000 restricted stock units. As these grants are contingent upon the close of the Proposed Business Combination no amounts have been recorded in these consolidated financial statements. Promissory Notes — Related Party On October 25, 2022 the Company issued an unsecured promissory note (“the October 2022 Note”) to the Sponsor, pursuant to which the Company borrowed the maximum of $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The October 2022 Note bears no interest and all unpaid principal under the October 2022 Note will be due and payable in full the earlier of (i) August 2, 2023 and (ii) the consummation of the Business Combination. As of December 31, 2022 and 2021, $300,000 and $0 were outstanding under the October 2022 Note. On December 21, 2022, the Company issued an unsecured promissory note (the “December 2022 Note”) to the Sponsor pursuant to which the Company may borrow up to $1,254,533 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. The December 2022 Note bears no interest and all unpaid principal under the December 2022 Note will be due and payable in full up the earlier of (i) August 2, 2023 and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination. As of December 31, 2022 and 2021, Advances from Related Parties The Sponsor or an affiliate of the Sponsor incurred expenses on behalf of the Company only between the initial Company registration and the IPO. The liability was non-interest bearing and due on demand. During the year ended December 31, 2021, the Company received advances from related parties of $150,000 and were fully repaid at the close of the IPO. As at December 31, 2021 and 2022 there were no advances from Related Parties. Working Capital Loans – Convertible Promissory Notes from Related Party To finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay the Working Capital Loans. If the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant, at the option of the lender. Such warrants would be identical to the Private Placement Warrants. At December 31, 2022 and 2021, there were no Working Capital Loans outstanding. On May 6, 2022, the Company entered into a convertible promissory note agreement with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $1,200,000. The 2022 Sponsor Convertible Note is non-interest bearing and payable on the earlier of (i) August 2, 2023, or (ii) the date on which the Company consummates the initial Business Combination. If the Company does not consummate the Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the 2022 Sponsor Convertible Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $1,200,000 of the 2022 Sponsor Convertible Note may be converted into warrants at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the Private Placement Warrants; provided, however, that (i) the warrants will not be subject to forfeiture in connection with the Business Combination and (ii) the warrants will grant the holders the right to purchase one ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants. Concurrently with entering into the agreement, the Company borrowed $1,200,000 against the 2022 Sponsor Convertible Note. On May 24, 2022, the Sponsor exercised the conversion option and converted the issued and outstanding loan balance of $1,200,000 under the 2022 Sponsor Convertible Note into 800,000 private placement warrants. As of December 31, 2022, there were no outstanding amounts under the 2022 Sponsor Convertible Note. The Company assessed the provisions of the 2022 Sponsor Convertible Note under ASC 470-20. The derivative component of the obligation was initially valued and classified as a derivative liability. The conversion option was valued using a Monte Carlo Simulation method, which is considered to be a Level 3 fair value measurement and based on the following assumptions (see Note 6): May 24, 2022 May 6, 2022 Conversion Borrowing (Final (Initial Measurement) Measurement) Underlying warrant value $ 0.60 $ 0.80 Exercise price $ 1.50 $ 1.50 Holding period 0.35 0.40 Risk-free rate% 1.25 % 1.18 % Volatility% 59.57 % 55.35 % |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp [Member] | ||
Recurring Fair Value Measurements | Note 6 — Recurring Fair Value Measurements As of March 31, 2023 and December 31, 2022, the Company’s warrant liability was valued at $10,992,098 and $7,442,633. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. As of March 31, 2023 and December 31, 2022, the closing price of the Public Warrants was determined to be an appropriate estimate for the fair value of Private Placement Warrants due to a make-whole provision in the contractual terms of the Private Placement Warrants Agreement and reclassified to Level 2. On September 20, 2021, the Company’s Public Warrants began trading on the New York Stock Exchange. As such, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in an active market (the New York Stock Exchange) for identical assets or liabilities that the Company can access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. All of the Company’s trust assets on the balance sheet consist of U. S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 271,757,366 $ — $ — $ 271,757,366 $ — $ — Liabilities: Public Warrants $ 6,319,356 $ — $ — Private Placement Warrants — 4,672,742 — $ 6,319,356 $ 4,672,742 $ — The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 268,908,716 $ — $ — $ 268,908,716 $ — $ — Liabilities: Public Warrants $ 4,335,166 $ — $ — Private Placement Warrants — 3,107,467 — $ 4,335,167 $ 3,107,467 $ — The Company established the initial fair value for the Warrants on August 2, 2021, the date of the consummation of the Company’s IPO and September 3, 2021, the date of the Underwriter’s partial exercise of its over-allotment option, respectively. The Company used a Black-Scholes model to value the Public and Private Warrants. The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The conversion option liability of the 2022 Sponsor Convertible Note was valued using a Monte Carlo simulation model which values each borrowing at borrowing date and is revalued at each subsequent conversion and reporting date. The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the conversion option liability is the expected volatility of the common stock. The expected volatility was implied from the Company’s own Public Warrant pricing. Other key assumptions used in connection with the Monte Carlo model were holding period, risk free rate, exercise price, and underlying warrant value, which were based on market conditions, management assumptions, and terms of the 2022 Sponsor Convertible Note (see Note 5). The following table provides a reconciliation of changes in fair value liability of the beginning and ending balances for the Company’s Private Placement Warrants as Level 3: Fair value at December 31, 2021 $ 3,265,830 Promissory note conversion 480,000 Change in fair value (324,766) Private Placement Warrants reclassified to level 2 (3,421,064) Fair Value at December 31, 2022 $ — Except for the transfer from Level 3 to Level 1 for the Public Warrants and Level 3 to Level 2 for the Private Warrants, there were no other transfers between Levels 1, 2 or 3 for the year ended December 31, 2022 and for the three months ended March 31, 2023. | Note 6 — Recurring Fair Value Measurements As of December 31, 2022 and 2021, the Company’s warrant liability was valued at $7,442,633 and$8,440,008, respectively. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. The Company’s warrant liability for the Private Placement Warrants was based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets for the period ended December 31, 2021. The fair value of the Private Placement Warrant liability units was classified within Level 3 of the fair value hierarchy at December 31, 2021. For the year ended December 31, 2022, the closing price of the Public Warrants was determined to be an appropriate estimate for the fair value of Private Placement Warrants due to a make-whole provision in the contractual terms of the Private Placement Warrants Agreement and reclassified to Level 2. On September 20, 2021, the Company’s Public Warrants began trading on the New York Stock Exchange. As such, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in an active market (the New York Stock Exchange) for identical assets or liabilities that the Company can access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. All of the Company’s trust assets on the balance sheet consist of U. S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 268,908,716 $ — $ — $ 268,908,716 $ — $ — Liabilities: Public Warrants $ 4,335,166 $ — $ — Private Placement Warrants — 3,107,467 — $ 4,335,167 $ 3,107,467 $ — The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 265,155,619 $ — $ — $ 265,155,619 $ — $ — Liabilities: Public Warrants $ 5,214,574 $ — $ — Private Placement Warrants — — 3,265,830 $ 5,214,574 $ — $ 3,265,830 The Company established the initial fair value for the Warrants on August 2, 2021, the date of the consummation of the Company’s IPO and September 3, 2021, the date of the Underwriter’s partial exercise of its over-allotment option, respectively. The Company used a Black-Scholes model to value the Public and Private Warrants at that time. The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The conversion option liability of the 2022 Sponsor Convertible Note was valued using a Monte Carlo simulation model which values each borrowing at borrowing date and is revalued at each subsequent conversion and reporting date. The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the conversion option liability is the expected volatility of the common stock. The expected volatility was implied from the Company’s own Public Warrant pricing. Other key assumptions used in connection with the Monte Carlo model were holding period, risk free rate, exercise price, and underlying warrant value, which were based on market conditions, management assumptions, and terms of the 2022 Sponsor Convertible Note (see Note 5). The following table provides quantitative information regarding Level 3 fair value measurements of Private Placement Warrants: December 31, 2021 Share price $ 9.69 Strike price $ 11.50 Term (in years) 5.50 Volatility 10.7 % Risk-free rate 1.30 % Dividend yield 0 % The following table provides a reconciliation of changes in fair value liability of the beginning and ending balances for the Company’s Private Placement Warrants as Level 3: Fair value at December 31, 2021 $ 3,265,830 Promissory note conversion 480,000 Change in fair value (324,766) Private Placement Warrants reclassified to level 2 (3,421,064) Fair Value at December 31, 2022 $ — Except for the transfer from Level 3 to Level 1 for the Public Warrants and Level 3 to Level 2 for the Private Warrants, there were no other transfers between Levels 1, 2 or 3 for the year ended December 31, 2022 and 2021. |
Deferred Liabilities, Commitm_6
Deferred Liabilities, Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp [Member] | ||
Deferred Liabilities, Commitments and Contingencies | Note 7 — Deferred Liabilities, Commitments and Contingencies Registration Rights The holders of the (i) Founder shares (which were issued in a private placement prior to the closing of the IPO), (ii) Private Placement Warrants (which were issued in a private placement simultaneously with the closing of the IPO) and (iii) Private Placement Warrants (that may be issued upon conversion of Working Capital Loans) will have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On September 3, 2021, the underwriter partially exercised its over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Note 1). On September 16, 2021, the remaining amounts under the over-allotment option expired unused. The underwriter was paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO (including the Over-Allotment Units), or $5,302,956. Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% or $9,280,173 of the gross proceeds of the IPO (including the Over-Allotment Units) held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Legal Services Agreement Legal services rendered by U.S. General Counsel are accrued on a quarterly basis but deferred for settlement until the closing of the Proposed Business Combination. The accrued fees as of March 31, 2023 and December 31, 2022 were $4,168,087 and $3,373,124, respectively. These amounts are included in deferred liabilities on the consolidated balance sheets. Tax Planning Services Agreement Tax planning services rendered by the Company’s tax advisor are accrued on a monthly basis but deferred for settlement until the closing of the Proposed Business Combination. The deferred fees as of March 31, 2023 and December 31, 2022 were $662,562 and $544,119, respectively. These amounts are included in deferred liabilities on the consolidated balance sheets. Glencore Deed of Consent and Side Letter On November 22, 2022, the Company, MAC-Sub and New MAC entered into a Deed of Consent and Covenant (the “Deed of Consent and Covenant”) with Glencore to amend the SSA (the “Amendment”). Pursuant to the Amendment, the Company agreed to assume the costs related to the auditing fees associated with CMPL. The fees are being paid by Glencore and are repayable by the Company to Glencore at the earliest of the closing of the Proposed Business Combination or the cessation thereof. The deferred fees payable to Glencore as of March 31, 2023 and December 31, 2022 were $4,530,101 and $2,995,087, respectively. These amounts are included in deferred liabilities on the consolidated balance sheets. On April 21, 2023, the Company, MAC-Sub, New MAC and Glencore entered into the CMPL Share Sale Agreement Side Letter (the “Side Letter”). Pursuant to the Side Letter, the Sunset Date (as defined in the SSA) has been extended from April 28, 2023 to June 1, 2023. In addition, MAC, MAC-Sub, and MAC Limited have requested that Glencore procure legal opinions relating to certain of its Related Bodies Corporate (as defined in the SSA). Pursuant to the Side Letter, MAC, MAC-Sub, and New MAC agreed to reimburse Glencore for any fees incurred in connection with procuring such legal opinions. Senior Syndicated Facility Agreement On February 28, 2023, MAC-Sub, the Company and New MAC, as guarantors, entered into a syndicated facility agreement (“SFA”) with Citibank, N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch, and National Bank of Canada (collectively, the “Senior Lenders”) and Citisecurities Limited, as agent for the Senior Lenders, to provide a senior syndicate loan facility to finance, in part, the Proposed Business Combination. The SFA provides for, among other things, three credit facilities (collectively, the “Senior Facilitates”) as follows: (i) a $ 205 million acquisition term loan (“Facility A”) that can be used to fund the Business Combination Consideration, requires quarterly repayments that are sculpted as necessary to meet a Debt Service Cover Ratio minimum of 1.50 x but can be mandatorily repaid by way of a ‘sweep’ of excess cash available to the MAC-Sub and each of its subsidiaries such that on the last day of each quarter, MAC-Sub must apply 30% of all excess cash in repayment of Facility A applied in inverse order of maturity, and is fully amortized over a notational 5 year loan life based on agreed financial modelling as described in the SFA; (ii) a $25 million revolving credit facility (“Facility B”) that can be used only for general corporate purposes post-closing of the Business Combination, requires repayments such that all loans under Facility B are repaid on or before the date that is 3 years after the date of financial close under the SFA (the “Termination Date”); and (iii) a A $40 million letter of credit facility (“Facility C”) that is for performance guarantees in favor of the government of New South Wales in relation to the environmental rehabilitation obligations of the CSA Mine and for other financial bank guarantees, as required, requires repayment on the Termination Date. At present Facility A and Facility B are fully committed, with Facility C not yet having received full commitments, but structured on the basis that a further lender can accede to the SFA to fund that Facility C. The rate of interest for Facility A and B is calculated from the aggregate of i) the margin (being a fixed The SFA is subject to customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. Loan Note Subscription Agreement – Mezzanine Debt Facility and Equity Subscription Agreement On March 10, 2023, MAC-Sub, the Company and MAC Limited, as guarantors, entered into a mezzanine debt facility loan note subscription agreement (the “Mezz Facility”) with Sprott Private Resource Lending II (Collector-2), LP, (the “Lender”) and Sprott Resource Lending Corp., as agent and security trustee for the Lender, to provide a mezzanine loan facility to finance, in part, the Proposed Business Combination. The Mezz Facility provides for, among other things, $135,000,000 total funding available to MAC with a maturity of five ( 5 LME Copper Price Margin Payment <$3.40/lb 12.00 % 100% capitalized / 0% Cash >$3.40/lb to $3.85/lb 10.00 % 60% capitalized / 40% Cash >$3.85/lb 8.00 % 0% capitalized / 100% Cash Equity Subscription Agreement Concurrently, in connection with the Mezz Facility, New MAC, the Company, Sprott Private Resource Lending II (Collector), LP (the “Equity Subscriber”) and Sprott Private Resource Lending II (Collector-2), LP, (the “Warrant Subscriber”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Equity Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares (the “Subscribed Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $15,000,000. In addition, in accordance with the terms of the Mezz Facility, and subject to the consummation of the transactions contemplated thereby, the Warrant Subscriber will receive 3,187,500 warrants to purchase New MAC Ordinary Shares (the “New MAC Financing Warrants”) once the Mezz Facility begins. Each New MAC Financing Warrant will entitle the holder to purchase one New MAC Ordinary Share. The New MAC Financing Warrant documentation will contain customary anti-dilution clauses. The New MAC Financing Warrants will be fully transferrable and will last for the full term of the Mezz Facility with an exercise price of US$12.50 per share. Upon exercise, New MAC may either (i) cash-settle the New MAC Warrants, or (ii) direct the holder to offset the exercise price against the outstanding principal amount of the facility. New MAC may elect to accelerate the exercise date for the New MAC Financing Warrants if New MAC Ordinary Shares are quoted on a recognized stock exchange as over two (2) times the exercise price for twenty ( 20 The obligations to consummate the transactions contemplated by the Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Mezz Facility and the Proposed Business Combination Agreement. Silver Purchase Agreement, Silver Stream Equity Subscription, Redemptions Backstop Facility On March 20, 2023, MAC-Sub, a wholly owned subsidiary of the Company, as a seller psa entity, the Company and New MAC following the Proposed Business Combination, as seller, entered into a silver purchase agreement (the “Silver Stream”) with Osisko Bermuda Limited (the “Purchaser”), pursuant to which the Purchaser will advance to New MAC a $75,000,000 upfront cash deposit (the “Silver Deposit”) on account of future deliveries of refined silver by New MAC to the Purchaser referenced to silver production from the CSA Mine (as defined below). The amount of the Silver Deposit will be increased by an additional $15,000,000 if the average silver market price quoted by the London Bullion Market Association (the “LBMA”) is $25.50 per ounce or more over the ten ( 10 The Silver Deposit will be used by New MAC to finance, in part, the Proposed Business Combination. The Silver Stream provides for the sale by New MAC to the Purchaser of an amount of refined silver equal to 100% of payable silver (calculated as 90% of produced silver) produced by the CSA Mine during the life of mine. The Purchaser will make ongoing cash payments for refined silver delivered equal to 4% (the “Silver Cash Price”) of the silver price quoted on the LBMA for one ounce of refined silver on the day prior to the date of delivery (the “Silver Market Price”). Until the Silver Deposit is reduced to nil, the Purchaser shall credit the difference between the Silver Market Price and the Silver Cash Price against the outstanding Silver Deposit. After the Silver Deposit is reduced to nil, the Purchaser will pay only the Silver Cash Price for each ounce of refined silver. Additionally, pursuant to the Silver Stream, the Purchaser has been granted a right of first refusal with respect to any royalty, stream or similar interest in the metals or other minerals mined from a project now or hereafter owned by MAC or any affiliate of New MAC that a third party offers to purchase from New MAC or any affiliate of New MAC (the “ROFR”). The ROFR, applies until the later to occur of: (i) seven ( 7 Except as otherwise described above and customary terms and conditions for stream transactions, the Silver Stream contains substantially similar representations and warranties, covenants, events of default and other provisions as the SFA governing the three senior credit facilities. The Silver Stream is subject to the completion of the Senior Facilities, Mezz Facility and the Business Combination. Silver Stream Equity Subscription Agreement Concurrently, on March 20, 2023, New MAC and the Company entered into a subscription agreement with Osisko Bermuda Limited (the “Subscriber”) (the “Silver Stream Subscription Agreement”) pursuant to which the Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of $15,000,000. The subscription is conditional upon the completion of the Silver Stream, Senior Facilities, Mezz Facility and the Proposed Business Combination. The Silver Stream Subscription Agreement provides for, among other things, the terms of the equity issue which are identical to the PIPE financing in connection with the Proposed Business Combination Redemptions Backstop Facility New MAC, the Company and the Purchaser entered into a Redemptions Backstop Facility, consisting of a Copper Purchase Agreement (as defined below) with an upfront deposit of up to $75,000,000 and up to a $25,000,000 equity subscription (to be subscribed for on a pro-rata basis equal to the proportion of the deposit under the Copper Purchase Agreement that New MAC elects to draw on prior to the closing of the Proposed Business Combination (the “Copper Stream Subscription Agreement” (as defined below)). The deposit to be made available under the Redemptions Backstop Facility is drawable at New MAC’s discretion in the event there is a shortfall of funds required for the Proposed Business Combination. The Redemptions Backstop Facility is subject to the completion of the Senior Facilities, Mezz Facility, Silver Stream and the Proposed Business Combination. Copper Purchase Agreement On March 20, 2023, MAC-Sub, as a seller psa entity, the Company and New MAC, as sellers, entered into a copper purchase agreement (the “Copper Stream”) with the Purchaser, pursuant to which the Purchaser will make available to New MAC an upfront cash deposit of up to $75,000,000 (the “Available Copper Deposit”) on account of future deliveries of refined copper by New MAC to the Purchaser referenced to copper production from the CSA Mine. New MAC may draw on the Available Copper Deposit in whole or in part by providing notice to the Purchaser no less than ten ( 10 The Copper Stream provides for the sale by New MAC to the Purchaser of an amount of refined copper equal to the Copper Stream Percentage (as defined below) of payable copper (being 96.2% of produced copper) produced by the CSA Mine during the life of the mine. For the purposes of the Copper Stream, the “Copper Stream Percentage” shall mean during the following periods: Time Period % Payable Copper Closing to 1st Anniversary of the Closing Date — % 1st Anniversary of the Closing Date to 5th Anniversary 3.00 % 5th Anniversary until 33,000 metric tonnes of Refined Copper delivered to the Purchaser (the “Threshold Quantity”) 4.875 % Thereafter from the date that the Threshold Quantity has been met 2.25 % The Threshold Quantity and Copper Stream Percentage will be adjusted on a pro rata basis in accordance with the Elected Deposit Percentage. In addition, under the Copper Stream, New MAC may elect to reduce the Copper Stream Percentage and the Threshold Quantity on the 5th anniversary of the closing date to the amounts and percentages set out in the Copper Stream upon making a one-time payment of $40,000,000 or $20,000,000, respectively. The Purchaser will make ongoing cash payments for refined copper delivered equal to 4% (the “Copper Cash Price”) of the cash settlement price for one tonne of refined copper quoted by the LME on the date prior to the date of delivery (the “Copper Market Price”). Until the Copper Deposit is reduced to nil, the Purchaser shall credit the difference between the Copper Market Price and the Copper Cash Price against the outstanding Copper Deposit. After the Copper Deposit is reduced to nil, the Purchaser will pay only the Copper Cash Price for each tonne of refined copper. Except as otherwise described above and customary terms and conditions for stream transactions, the Copper Stream contains substantially similar representations and warranties, covenants, events of default and other provisions as the SFA governing the Senior Facilities. The Copper Stream is subject to the completion of the Senior Facilities, Mezz Facility, Silver Stream and the Proposed Business Combination. Copper Stream Equity Subscription Agreement Concurrently, on March 20, 2023, New MAC and the Company entered into a subscription agreement with Osisko Bermuda Limited (the “Subscriber”) (the “Copper Stream Subscription Agreement”) pursuant to which the Subscriber has committed to purchase up to 2,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of up to $25,000,000. The number of shares purchased by the Subscriber shall be adjusted on a pro-rata basis proportional to the percentage of the Available Copper Deposit (as defined in the Copper Stream) drawn down by New MAC under the Copper Stream. The subscription is conditional upon the completion of the Copper Stream, Silver Stream, Senior Facilities, Mezz Facility and the Business Combination. The Copper Stream Subscription Agreement provides for, among other things, the terms of the equity issue which are identical to the PIPE financing in connection with the Proposed Business Combination. | Note 7 — Deferred Liabilities, Commitments and Contingencies Registration Rights The holders of the (i) founder shares (which were issued in a private placement prior to the closing of the IPO), (ii) Private Placement Warrants (which were issued in a private placement simultaneously with the closing of the IPO) and (iii) Private Placement Warrants (that may be issued upon conversion of Working Capital Loans) will have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On September 3, 2021, the underwriter partially exercised its over-allotment option to purchase an additional 1,514,780 Units (the “Over-Allotment Units”) generating aggregate gross proceeds of $15,147,800 and incurring $302,956 in cash underwriting fees (see Note 1). On September 16, 2021, the remaining amounts under the over-allotment option expired unused. The underwriter was paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO (including the Over-Allotment Units), or $5,302,956. Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% or $9,280,173 of the gross proceeds of the IPO (including the Over-Allotment Units) held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Legal Services Agreement Legal services rendered by U.S. General Counsel are accrued on a quarterly basis but deferred for settlement until the closing of the Proposed Business Combination. The accrued fees as of December 31, 2022 and 2021 were $3,373,124 and $517,611, respectively. These amounts are included in deferred liabilities on the consolidated balance sheet. Tax Planning Services Agreement Tax planning services rendered by the Company’s tax advisor are accrued on a monthly basis but deferred for settlement until the closing of the Proposed Business Combination. The deferred fees as of December 31, 2022 and 2021 were $544,119 and $0, respectively. These amounts are included in deferred liabilities on the consolidated balance sheet. Glencore Deed of Consent On November 22, 2022, the Company, MAC-Sub and Metals Acquisition Limited (“MAC Limited”) entered into a Deed of Consent and Covenant (the “Deed of Consent and Covenant”) with Glencore to amend the SSA (the “Amendment”). Pursuant to the Amendment, the Company agreed to assume the costs related to the auditing fees associated with CMPL. The fees are being paid by Glencore and are repayable by the Company to Glencore at the earliest of of the closing of the Proposed Business Combination or the cessation thereof. The deferred fees payable to Glencore as of December 31, 2022 and 2021 were $2,995,087 and $0, respectively. These amounts are included in deferred liabilities on the consolidated balance sheet. CMPL Share Sale Agreement Side Letter Pursuant to the Side Letter, which further amended the Share Sale Agreement (the “Side Letter”), MAC, MAC-Sub, MAC Limited and Glencore agreed to reimburse Glencore for any fees incurred in connection with procuring such legal opinions that they requested Glencore procure relating to certain of its Related Bodies Corporate (as defined in the Share Sale Agreement). In addition, the Side Letter extended the Sunset Date from April 28, 2023 to June 1, 2023. |
Shareholders' Deficit_2
Shareholders' Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp [Member] | ||
Shareholders' Deficit | Note 8 — Shareholders’ Deficit Preference Shares— Class A Ordinary Shares— Class B Ordinary Shares— Pursuant to the Anchor Investment, the Sponsor sold 1,272,500 founder shares to the Anchor Investors at the same price the Sponsor purchased the founder shares from the Company (approximately $0.003 per share). The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of ordinary shares issued and outstanding upon the consummation of the IPO, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the team or any of their affiliates upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as specified in the Company’s amended and restated memorandum and articles of association or as required by law or the applicable rules of the NYSE then in effect, holders of the founder shares and holders of the public shares will vote together as a single class, with each share entitling the holder to one vote. | Note 8 — Shareholders’ Deficit Preference Shares outstanding Class A Ordinary Shares Class B Ordinary Shares Pursuant to the Anchor Investment, the Sponsor sold 1,272,500 founder shares to the Anchor Investors at the same price the Sponsor purchased the founder shares from the Company (approximately $0.003 per share). The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of ordinary shares issued and outstanding upon the consummation of the IPO, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, members of the team or any of their affiliates upon conversion of Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as specified in the Company’s amended and restated memorandum and articles of association or as required by law or the applicable rules of the NYSE then in effect, holders of the founder shares and holders of the public shares will vote together as a single class, with each share entitling the holder to one vote. |
Subsequent Events_2
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
CIK0001853021 Metals Acquisition Corp [Member] | ||
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were available to be issued. The Company did not identify any subsequent events, other than listed below, that would have required adjustment in the unaudited condensed consolidated financial statements. In connection with the Proposed Business Combination, on April 14, 2023, the Company, New MAC and certain investors entered into subscription agreements (the “Subscription Agreements”), pursuant to which such investors agreed to subscribe for an aggregate of 11,362,506 ordinary shares, par value $0.0001 per share, of the Issuer (the “Subscribed Shares”) at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625,060 in a private placement or placements (the “Private Placements”) to be consummated immediately prior to or substantially concurrently with the consummation of the Proposed Business Combination. The obligations of the parties to consummate the transactions contemplated by the Subscription Agreements shall be contingent upon, among other things, customary closing conditions and the consummation of the Proposed Business Combination. The Subscription Agreements will terminate upon the earlier of (i) such date and time as the Share Sale Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of the Company and Subscriber to terminate the Subscription Agreements, or (iii) August 2, 2023. Michael James McMullen, Chief Executive Officer and a member of the board of directors of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $1,500,000. Katherine Crouse, spouse of Marthinus J. Crouse, Chief Financial Officer of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $250,000. Patrice Ellen Merrin, director of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $50,000. In connection with the Subscription Agreements, Green Mountain Metals, LLC, the Company’s sponsor, agreed to transfer an aggregate of 517,500 shares of Class B common stock (Founder Shares converted to ordinary common stock on closing of the Proposed Business Combination) of the Company that it currently holds to certain investors who agreed to subscribe for a significant number of Subscribed Shares. On April 21, 2023, the Company, MAC-Sub, New MAC and Glencore entered into the CMPL Share Sale Agreement Side Letter (the “Side Letter”). Pursuant to the Side Letter, the Sunset Date (as defined in the SSA) has been extended from April 28, 2023 to June 1, 2023. In addition, MAC, MAC-Sub, and MAC Limited have requested that Glencore procure legal opinions relating to certain of its Related Bodies Corporate (as defined in the SSA). Pursuant to the Side Letter, MAC, MAC-Sub, and New MAC agreed to reimburse Glencore for any fees incurred in connection with procuring such legal opinions. | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements were issued. The Company did not identify any subsequent events, other than listed below, that would have required adjustment or disclosure in the consolidated financial statements. Working Capital Loans - Convertible Promissory Note from Related Party On January 9, 2023, the Company issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the Business Combination. All unpaid principal under the 2023 Sponsor Convertible Note will be due and payable in full on the earlier of (i) August 2, 2023, and (ii) the acquisition of the Cornish, Scottish and Australian Mine in the Company’s Proposed Business Combination (the “Business Combination”) (such earlier date, the “Maturity Date”). Pursuant to the terms of the 2023 Sponsor Convertible Note, the Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the 2023 Sponsor Convertible Note, up to $300,000 in the aggregate, into warrants to purchase the Company’s Class A ordinary shares, par value $0.0001 per share, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. Concurrently upon the issuance of the 2023 Sponsor Convertible Note, on January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the 2023 Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. Senior Syndicated Facility Agreement On February 28, 2023, MAC-Sub, the Company and New MAC, as guarantors, entered into a syndicated facility agreement (“SFA”) with Citibank, N.A., Sydney Branch, Bank of Montreal, Harris Bank N.A., The Bank of Nova Scotia, Australian Branch, and National Bank of Canada (collectively, the “Senior Lenders”) and Citisecurities Limited, as agent for the Senior Lenders, to provide a senior syndicate loan facility to finance, in part, the Proposed Business Combination. The SFA provides for, among other things, three credit facilities (collectively, the “Senior Facilitates”) as follows: (i) a $205 million acquisition term loan (“Facility A”) that can be used to fund the Business Combination Consideration, requires quarterly repayments that are sculpted as necessary to meet a Debt Service Cover Ratio minimum of 1.50 x but can be mandatorily repaid by way of a ‘sweep’ of excess cash available to the MAC-Sub and each of its subsidiaries such that on the last day of each quarter, MAC-Sub must apply 30% of all excess cash in repayment of Facility A applied in inverse order of maturity, and is fully amortized over a notational 5 year loan life based on agreed financial modelling as described in the SFA; (ii) a $25 million revolving credit facility (“Facility B”) that can be used only for general corporate purposes post-closing of the Business Combination, requires repayments such that all loans under Facility B are repaid on or before the date that is 3 years after the date of financial close under the SFA (the “Termination Date”); and (iii) a A $40 million letter of credit facility (“Facility C”) that is for performance guarantees in favor of the government of New South Wales in relation to the environmental rehabilitation obligations of the CSA Mine and for other financial bank guarantees, as required, requires repayment on the Termination Date. At present Facility A and Facility B are fully committed, with Facility C not yet having received full commitments, but structured on the basis that a further lender can accede to the SFA to fund that Facility C. The rate of interest for Facility A and B is calculated from the aggregate of i) the margin (being a fixed The SFA is subject to customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. Loan Note Subscription Agreement – Mezzanine Debt Facility and Equity Subscription Agreement On March 10, 2023, MAC-Sub, the Company and MAC Limited, as guarantors, entered into a mezzanine debt facility loan note subscription agreement (the “Mezz Facility”) with Sprott Private Resource Lending II (Collector-2), LP, (the “Lender”) and Sprott Resource Lending Corp., as agent and security trustee for the Lender, to provide a mezzanine loan facility to finance, in part, the Proposed Business Combination. The Mezz Facility provides for, among other things, $135,000,000 total funding available to MAC with a maturity of five (5) years from the closing of the Business Combination. The interest rate on the Mezz Facility will be paid on a quarterly basis and is calculated as the aggregate of (i) the Interest Rate Margin (outlined below), and (ii) the greater of the 3-month term SOFR rate or 2.00% per annum. The Interest Rate Margin is calculated based on the copper price on the first day of each calendar quarter as quoted on the London Metal Exchange (“LME”). The variation in the copper price will determine the margin rate as well as the composition of interest payments (being either cash and/or capitalized to the principal (provided no event of default is continuing) as described below: LME Copper Price Margin Payment <$3.40/lb 12.00 % 100% capitalized / 0% Cash >$3.40/lb to $3.85/lb 10.00 % 60% capitalized / 40% Cash >$3.85/lb 8.00 % 0% capitalized / 100% Cash Equity Subscription Agreement Concurrently, in connection with the Mezz Facility, New MAC, the Company, Sprott Private Resource Lending II (Collector), LP (the “Equity Subscriber”) and Sprott Private Resource Lending II (Collector-2), LP, (the “Warrant Subscriber”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Equity Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares (the “Subscribed Shares”) at a purchase price of $10.00 per share and an aggregate purchase price of $15,000,000. In addition, in accordance with the terms of the Mezz Facility, and subject to the consummation of the transactions contemplated thereby, the Warrant Subscriber will receive 3,187,500 warrants to purchase New MAC Ordinary Shares (the “New MAC Financing Warrants”) once the Mezz Facility begins. Each New MAC Financing Warrant will entitle the holder to purchase one New MAC Ordinary Share. The New MAC Financing Warrant documentation will contain customary anti-dilution clauses. The New MAC Financing Warrants will be fully transferrable and will last for the full term of the Mezz Facility with an exercise price of US$12.50 per share. Upon exercise, New MAC may either (i) cash-settle the New MAC Warrants, or (ii) direct the holder to offset the exercise price against the outstanding principal amount of the facility. New MAC may elect to accelerate the exercise date for the New MAC Financing Warrants if New MAC Ordinary Shares are quoted on a recognized stock exchange as over two (2) times the exercise price for twenty (20) consecutive trading days. The obligations to consummate the transactions contemplated by the Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Mezz Facility and the Proposed Business Combination Agreement. Silver Purchase Agreement, Silver Stream Equity Subscription, Redemptions Backstop Facility On March 20, 2023, MAC-Sub, a wholly owned subsidiary of the Company, as a seller psa entity, the Company and New MAC following the Proposed Business Combination, as seller, entered into a silver purchase agreement (the “Silver Stream”) with Osisko Bermuda Limited (the “Purchaser”), pursuant to which the Purchaser will advance to New MAC a $75,000,000 upfront cash deposit (the “Silver Deposit”) on account of future deliveries of refined silver by New MAC to the Purchaser referenced to silver production from the CSA Mine (as defined below). The amount of the Silver Deposit will be increased by an additional $15,000,000 if the average silver market price quoted by the London Bullion Market Association (the “LBMA”) is $25.50 per ounce or more over the ten ( 10 The Silver Deposit will be used by New MAC to finance, in part, the Proposed Business Combination. The Silver Stream provides for the sale by New MAC to the Purchaser of an amount of refined silver equal to 100% of payable silver (calculated as 90% of produced silver) produced by the CSA Mine during the life of mine. The Purchaser will make ongoing cash payments for refined silver delivered equal to 4% (the “Silver Cash Price”) of the silver price quoted on the LBMA for one ounce of refined silver on the day prior to the date of delivery (the “Silver Market Price”). Until the Silver Deposit is reduced to nil, the Purchaser shall credit the difference between the Silver Market Price and the Silver Cash Price against the outstanding Silver Deposit. After the Silver Deposit is reduced to nil, the Purchaser will pay only the Silver Cash Price for each ounce of refined silver. Additionally, pursuant to the Silver Stream, the Purchaser has been granted a right of first refusal with respect to any royalty, stream or similar interest in the metals or other minerals mined from a project now or hereafter owned by MAC or any affiliate of New MAC that a third party offers to purchase from New MAC or any affiliate of New MAC (the “ROFR”). The ROFR, applies until the later to occur of: (i) seven ( 7 of the issued share capital of New MAC. Except as otherwise described above and customary terms and conditions for stream transactions, the Silver Stream contains substantially similar representations and warranties, covenants, events of default and other provisions as the SFA governing the three senior credit facilities. The Silver Stream is subject to the completion of the Senior Facilities, Mezz Facility and the Business Combination. Silver Stream Equity Subscription Agreement Concurrently, on March 20, 2023, New MAC and the Company entered into a subscription agreement with Osisko Bermuda Limited (the “Subscriber”) (the “Silver Stream Subscription Agreement”) pursuant to which the Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of $15,000,000. The subscription is conditional upon the completion of the Silver Stream, Senior Facilities, Mezz Facility and the Proposed Business Combination. The Silver Stream Subscription Agreement provides for, among other things, the terms of the equity issue which are identical to the PIPE financing in connection with the Proposed Business Combination Redemptions Backstop Facility New MAC, the Company and the Purchaser entered into a Redemptions Backstop Facility, consisting of a Copper Purchase Agreement (as defined below) with an upfront deposit of up to $75,000,000 and up to a $25,000,000 equity subscription (to be subscribed for on a pro-rata basis equal to the proportion of the deposit under the Copper Purchase Agreement that New MAC elects to draw on prior to the closing of the Proposed Business Combination (the “Copper Stream Subscription Agreement” (as defined below)). The deposit to be made available under the Redemptions Backstop Facility is drawable at New MAC’s discretion in the event there is a shortfall of funds required for the Proposed Business Combination. The Redemptions Backstop Facility is subject to the completion of the Senior Facilities, Mezz Facility, Silver Stream and the Proposed Business Combination. Copper Purchase Agreement On March 20, 2023, MAC-Sub, as a seller psa entity, the Company and New MAC, as sellers, entered into a copper purchase agreement (the “Copper Stream”) with the Purchaser, pursuant to which the Purchaser will make available to New MAC an upfront cash deposit of up to $75,000,000 (the “Available Copper Deposit”) on account of future deliveries of refined copper by New MAC to the Purchaser referenced to copper production from the CSA Mine. New MAC may draw on the Available Copper Deposit in whole or in part by providing notice to the Purchaser no less than ten ( 10 The Copper Stream provides for the sale by New MAC to the Purchaser of an amount of refined copper equal to the Copper Stream Percentage (as defined below) of payable copper (being 96.2% of produced copper) produced by the CSA Mine during the life of the mine. For the purposes of the Copper Stream, the “Copper Stream Percentage” shall mean during the following periods: Time Period % Payable Copper Closing to 1 st 0% 1 st th 3.00% 5 th 4.875% Thereafter from the date that the Threshold Quantity has been met 2.25% The Threshold Quantity and Copper Stream Percentage will be adjusted on a pro rata basis in accordance with the Elected Deposit Percentage. In addition, under the Copper Stream, New MAC may elect to reduce the Copper Stream Percentage and the Threshold Quantity on the 5th anniversary of the closing date to the amounts and percentages set out in the Copper Stream upon making a one-time payment of $40,000,000 or $20,000,000, respectively . The Purchaser will make ongoing cash payments for refined copper delivered equal to 4% (the “Copper Cash Price”) of the cash settlement price for one tonne of refined copper quoted by the LME on the date prior to the date of delivery (the “Copper Market Price”). Until the Copper Deposit is reduced to nil, the Purchaser shall credit the difference between the Copper Market Price and the Copper Cash Price against the outstanding Copper Deposit. After the Copper Deposit is reduced to nil, the Purchaser will pay only the Copper Cash Price for each tonne of refined copper. Except as otherwise described above and customary terms and conditions for stream transactions, the Copper Stream contains substantially similar representations and warranties, covenants, events of default and other provisions as the SFA governing the Senior Facilities. The Copper Stream is subject to the completion of the Senior Facilities, Mezz Facility, Silver Stream and the Proposed Business Combination. Copper Stream Equity Subscription Agreement Concurrently, on March 20, 2023, New MAC and the Company entered into a subscription agreement with Osisko Bermuda Limited (the “Subscriber”) (the “Copper Stream Subscription Agreement”) pursuant to which the Subscriber has committed to purchase up to 2,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of up to $25,000,000. The number of shares purchased by the Subscriber shall be adjusted on a pro-rata basis proportional to the percentage of the Available Copper Deposit (as defined in the Copper Stream) drawn down by New MAC under the Copper Stream. The subscription is conditional upon the completion of the Copper Stream, Silver Stream, Senior Facilities, Mezz Facility and the Business Combination. The Copper Stream Subscription Agreement provides for, among other things, the terms of the equity issue which are identical to the PIPE financing in connection with the Proposed Business Combination. |
Significant Accounting Polici_8
Significant Accounting Policies (Policies) - CIK0001853021 Metals Acquisition Corp [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 24, 2023. The interim results for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future interim periods. The condensed consolidated financial statements include the accounts of a wholly-owned subsidiary Metals Acquisition Corp. (Australia) Pty Ltd (“MAC-Sub”), a private company incorporated in Australia. | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. MAC-Sub was solely incorporated for the purpose of the Proposed Business Combination and was dormant for 2022. Intercompany transactions for the period ended March 31, 2023 were eliminated upon consolidation. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. MAC-Sub was solely incorporated for the purpose of the Proposed Business Combination and was dormant for 2022. There were no intercompany transactions for the period ended December 31, 2022. |
Revision of Prior Year Presentation | Revision of Prior Year Presentation Certain prior year amounts have been revised to conform to the current year presentation. These revisions had no effect on the reported results of operations. A revision has been made to the Statement of Operations for March 31, 2022, to revise the earnings per share for Class A Ordinary Shares and Class B Ordinary Shares to conform to the current year calculation in applying the two class method. | |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). The Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and qualifying for exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but that any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). The Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and qualifying for exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but that any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company had $35,075 and $42,314 of cash as of March 31, 2023 and December 31, 2022. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. | Cash and Cash Equivalents The Company had $42,314 and $954,974 of cash as of December 31, 2022 and 2021, respectively. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not |
Investments Held in Trust Account | Investments Held in Trust Account At March 31, 2023 and December 31, 2022, funds held in the Trust Account included $271,757,366 and $268,908,716 of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). | Investments Held in Trust Account At December 31, 2022 and 2021, funds held in the Trust Account included $268,908,716 and $265,155,619, respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of March 31, 2023 and December 31, 2022, the Company has not experienced losses on this account. The Investments Held in the Trust Account are invested in J.P. Morgan money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Treasury bonds are considered low-risk investments that are generally risk-free when held to maturity, since being fully backed by the U.S. government makes the risk of default extremely low. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on this bank account. The Investments Held in the Trust Account are invested in J.P. Morgan money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Treasury bonds are considered low-risk investments that are generally risk-free when held to maturity, since being fully backed by the U.S. government makes the risk of default extremely low. |
Convertible Debt | Convertible Debt The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. | Convertible Debt The Company accounts for conversion options embedded in convertible Promissory notes from Related Parties in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. |
Debt Financing Costs | Debt Financing Costs The Company complies with the requirements of ASC 835-30-45-1A with respect to debt financing costs. Debt financing costs consist principally of legal and professional fees incurred through the balance sheet date that are directly related to the procurement of the Senior Syndicated Facility and the Mezz Facility. Debt financing costs incurred prior to the closing of the related debt instrument are capitalized and reported in the balance sheet as a long-term deferred asset until the closing of the related debt instrument at which time the accumulated debt financing costs are capitalized to the debt instrument as previously discussed. As of March 31, 2023 and December 31, 2022, $1,598,459 and $985,760, respectively, were capitalized and are included in deferred financing costs on the condensed consolidated balance sheets. On February 28, 2023 and March 10, 2023, the Company closed the Senior Syndicated Facility and the Mezz Facility respectively – Refer to Note 6. | Debt Financing Costs The Company complies with the requirements of ASC 835-30-45-1A with respect to debt financing costs. Debt financing costs consist principally of legal and professional fees incurred through the balance sheet date that are directly related to the procurement of the Senior Syndicated Facility and the Mezz Facility. Debt financing costs incurred prior to the closing of the related debt instrument are capitalized and reported in the balance sheet as a long-term deferred asset until the closing of the related debt instrument at which time the accumulated debt financing costs are capitalized to the debt instrument as previously discussed. As of December 31, 2022 and 2021, $985,760 and $0, respectively, were capitalized and are included in deferred financing costs on the consolidated balance sheets. On February 28, 2023 and March 10, 2023, the Company closed the Senior Syndicated Facility and the Mezz Facility respectively – Refer to Note 9, Subsequent Events. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the consolidated statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs totaling $26,713,571 (consisting of $5,302,956 of underwriting fees, $9,280,173 of deferred underwriting fees, $11,107,653 of fair value of founder shares sold to Anchor Investors, and $1,022,789 of other offering costs) were recognized. Of the $26,713,571 offering costs $1,984,130 were allocated to the Public and Private Warrants and included in other expenses for the period and $24,729,441 included in temporary equity. There were no offering costs incurred for the three months ended March 31, 2023. | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to shareholders’ deficit or the consolidated statement of operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs totaling $26,713,571 (consisting of $5,302,956 of underwriting fees, $9,280,173 of deferred underwriting fees, $11,107,653 of fair value of founder shares sold to Anchor Investors, and $1,022,789 of other offering costs) were recognized. Of the $26,713,571 offering costs $1,984,130 were allocated to the Public and Private Warrants and included in other expenses and $24,729,441 included in temporary equity for the period ended December 31, 2021. There were no offering costs incurred for the year ended December 31, 2022. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the IPO (August 2, 2021) and re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are derivative instruments. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the consolidated statement of operations in the period of change. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the IPO (August 2, 2021) and re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are derivative instruments. As the warrants meet the definition of a derivative, the warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the consolidated statement of operations in the period of change. |
Warrant Instruments | Warrant Instruments The Company accounts for the 13,666,666 warrants issued in connection with the IPO and Private Placement and the additional 504,927 public warrants and 201,971 private placement warrants associated with the exercise of the over-allotment, in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” under which the warrants do not meet the criteria for equity treatment and must, thereby, be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statements of operations. The fair value of warrants will be estimated using observable market inputs. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. | Warrant Instruments The Company accounts for the 13,666,666 warrants issued in connection with the IPO and Private Placement and the additional 504,927 public warrants and 201,971 private placement warrants associated with the exercise of the over-allotment, in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” under which the warrants do not meet the criteria for equity treatment and must, thereby, be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the instrument to fair value at each reporting period. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statements of operations. The fair value of warrants is determined by the closing price of the warrants on the last trading day of the reporting period. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset that would be paid for the transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset that would be paid for the transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. All of the Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value and subsequently adjusted the redemption book value as of the IPO date for the earnings in the Trust Account. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. The carrying amount of ordinary shares subject to possible redemption excludes any potential reduction for up to $100,000 of funds held in trust that the Company may use to fund liquidation expenses. The Company will reduce the carrying amount of temporary equity for the availability of these funds only in the event that the Company’s liquidation becomes probable. As of March 31, 2023 and December 31, 2022, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 265,147,800 Less: Proceeds allocated to Public Warrants, net of offering costs (14,052,833) Ordinary share issuance costs (24,729,441) Plus: Remeasurement adjustment of carrying value to redemption value 42,543,190 Ordinary shares subject to possible redemption as of December 31, 2022 268,908,716 Plus: Remeasurement adjustment of carrying value to redemption value 2,848,650 Ordinary shares subject to possible redemption as of March 31, 2023 $ 271,757,366 | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholder’s deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheet. All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value and subsequently adjusted the redemption book value as of the IPO date for the earnings in the Trust Account. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit. The carrying amount of ordinary shares subject to possible redemption excludes any potential reduction for up to $100,000 of funds held in trust that the Company may use to fund liquidation expenses. The Company will reduce the carrying amount of temporary equity for the availability of these funds only in the event that the Company’s liquidation becomes probable. As of December 31, 2022 and 2021, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 265,147,800 Less: Proceeds allocated to Public Warrants, net of offering costs (14,052,833) Ordinary share issuance costs (24,729,441) Plus: Remeasurement adjustment of carrying value to redemption value 38,782,274 Ordinary shares subject to possible redemption as of December 31, 2021 265,147,800 Plus: Remeasurement adjustment of carrying value to redemption value 3,760,916 Ordinary shares subject to possible redemption as of December 31, 2022 $ 268,908,716 |
Net (Loss) Income Per Share | Net (Loss) Income Per Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. In applying the two-class method, net income is shared pro rata between the two classes of shares whereas net losses, after adjustment for Trust income, are allocated solely to Class B ordinary shares, as Class A ordinary shares have no obligation to fund losses nor is their redemption feature reduced as a result of losses. Private and public warrants to purchase 14,373,564 Class A ordinary shares at $11.50 per share were issued on August 2, 2021, and September 3, 2021. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note, resulting in the issuance of 800,000 private placement warrants to the Sponsor. On January 9, 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300,000 under the 2023 Sponsor Convertible Note, resulting in the issuance of 200,000 private placement warrants to the Sponsor. Each private placement warrant entitles the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, or (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 (1) Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ 2,848,650 $ (8,075,792) $ 17,415 $ (5,866,228) Denominator: Weighted average shares outstanding 26,514,780 6,628,695 26,514,780 6,628,695 Basic and diluted net income/(loss) per ordinary share $ 0.11 $ (1.22) $ — $ (0.88) (1) Net loss per share for the three months ended March 31, 2022 for Class A Ordinary Shares and Class B Ordinary Shares have been revised to conform with current period presentation (See Note 2). | Net (Loss) Income Per Share The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. In applying the two-class method, net income is shared pro rata between the two classes of shares whereas net losses, after adjustment for Trust income, are allocated solely to Class B ordinary shares, as Class A ordinary shares have no obligation to fund losses nor is their redemption feature reduced as a result of losses. Private and public warrants to purchase 14,373,564 Class A ordinary shares at $11.50 per share were issued on August 2, 2021, and September 3, 2021. On May 24, 2022, the Sponsor exercised its option to convert the issued and outstanding loan amount of $1,200,000 under the 2022 Sponsor Convertible Note, resulting in the issuance of 800,000 private placement warrants to the Sponsor. Each private placement warrant entitles the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, or (iii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): For the Period from March 11, 2021 For the Year Ended (inception) through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income (as adjusted) $ 3,753,097 $ (8,495,715) $ 7,354,212 $ 3,460,806 Denominator: Weighted average shares outstanding 26,514,780 6,628,695 13,451,926 6,403,525 Basic and diluted net (loss) income per ordinary share $ 0.14 $ (1.28) $ 0.54 $ 0.54 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. The Company is considered to be an exempted Cayman Islands company with connection to Australia via MAC-Sub as a taxable jurisdiction. MAC-Sub is dormant and the Company is therefore presently not subject to income taxes or income tax filing requirements in the Cayman Islands, United States or Australia. As such, the Company’s tax provision was zero for the period presented. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company’s management does not expect any change in unrecognized tax benefits over the next 12 months. The Company is considered to be an exempted Cayman Islands company with connection to Australia via MAC-Sub as a taxable jurisdiction. MAC-Sub is dormant and the Company is therefore presently not subject to income taxes or income tax filing requirements in the Cayman Islands, United States or Australia. As such, the Company’s tax provision was zero for the period presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts on an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts on an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 2, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Significant Accounting Polici_9
Significant Accounting Policies (Tables) - CIK0001853021 Metals Acquisition Corp [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Summary of ordinary shares subject to possible redemption | Gross proceeds from IPO $ 265,147,800 Less: Proceeds allocated to Public Warrants, net of offering costs (14,052,833) Ordinary share issuance costs (24,729,441) Plus: Remeasurement adjustment of carrying value to redemption value 42,543,190 Ordinary shares subject to possible redemption as of December 31, 2022 268,908,716 Plus: Remeasurement adjustment of carrying value to redemption value 2,848,650 Ordinary shares subject to possible redemption as of March 31, 2023 $ 271,757,366 | Gross proceeds from IPO $ 265,147,800 Less: Proceeds allocated to Public Warrants, net of offering costs (14,052,833) Ordinary share issuance costs (24,729,441) Plus: Remeasurement adjustment of carrying value to redemption value 38,782,274 Ordinary shares subject to possible redemption as of December 31, 2021 265,147,800 Plus: Remeasurement adjustment of carrying value to redemption value 3,760,916 Ordinary shares subject to possible redemption as of December 31, 2022 $ 268,908,716 |
Summary of basic and diluted net income per ordinary share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 (1) Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ 2,848,650 $ (8,075,792) $ 17,415 $ (5,866,228) Denominator: Weighted average shares outstanding 26,514,780 6,628,695 26,514,780 6,628,695 Basic and diluted net income/(loss) per ordinary share $ 0.11 $ (1.22) $ — $ (0.88) (1) Net loss per share for the three months ended March 31, 2022 for Class A Ordinary Shares and Class B Ordinary Shares have been revised to conform with current period presentation (See Note 2). | For the Period from March 11, 2021 For the Year Ended (inception) through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income (as adjusted) $ 3,753,097 $ (8,495,715) $ 7,354,212 $ 3,460,806 Denominator: Weighted average shares outstanding 26,514,780 6,628,695 13,451,926 6,403,525 Basic and diluted net (loss) income per ordinary share $ 0.14 $ (1.28) $ 0.54 $ 0.54 |
Related Party Transactions (T_2
Related Party Transactions (Tables) - CIK0001853021 Metals Acquisition Corp [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions | ||
Summary of quantitative information regarding Level 3 fair value measurements | December 31, 2021 Share price $ 9.69 Strike price $ 11.50 Term (in years) 5.50 Volatility 10.7 % Risk-free rate 1.30 % Dividend yield 0 % | |
Convertible promissory note | ||
Related Party Transactions | ||
Summary of quantitative information regarding Level 3 fair value measurements | May 24, 2022 May 6, 2022 Conversion Borrowing (Final (Initial Measurement) Measurement) Underlying warrant value $ 0.60 $ 0.80 Exercise price $ 1.50 $ 1.50 Holding period 0.35 0.40 Risk-free rate% 1.25 % 1.18 % Volatility% 59.57 % 55.35 % | May 24, 2022 May 6, 2022 Conversion Borrowing (Final (Initial Measurement) Measurement) Underlying warrant value $ 0.60 $ 0.80 Exercise price $ 1.50 $ 1.50 Holding period 0.35 0.40 Risk-free rate% 1.25 % 1.18 % Volatility% 59.57 % 55.35 % |
Recurring Fair Value Measurem_7
Recurring Fair Value Measurements (Tables) - CIK0001853021 Metals Acquisition Corp [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Summary of assets and liabilities that were measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 271,757,366 $ — $ — $ 271,757,366 $ — $ — Liabilities: Public Warrants $ 6,319,356 $ — $ — Private Placement Warrants — 4,672,742 — $ 6,319,356 $ 4,672,742 $ — The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 268,908,716 $ — $ — $ 268,908,716 $ — $ — Liabilities: Public Warrants $ 4,335,166 $ — $ — Private Placement Warrants — 3,107,467 — $ 4,335,167 $ 3,107,467 $ — | Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 268,908,716 $ — $ — $ 268,908,716 $ — $ — Liabilities: Public Warrants $ 4,335,166 $ — $ — Private Placement Warrants — 3,107,467 — $ 4,335,167 $ 3,107,467 $ — Level 1 Level 2 Level 3 Assets: U.S. Money Market held in Trust Account $ 265,155,619 $ — $ — $ 265,155,619 $ — $ — Liabilities: Public Warrants $ 5,214,574 $ — $ — Private Placement Warrants — — 3,265,830 $ 5,214,574 $ — $ 3,265,830 |
Summary of reconciliation of changes in fair value liability of the beginning and ending balances for the Company's Warrants | Fair value at December 31, 2021 $ 3,265,830 Promissory note conversion 480,000 Change in fair value (324,766) Private Placement Warrants reclassified to level 2 (3,421,064) Fair Value at December 31, 2022 $ — | Fair value at December 31, 2021 $ 3,265,830 Promissory note conversion 480,000 Change in fair value (324,766) Private Placement Warrants reclassified to level 2 (3,421,064) Fair Value at December 31, 2022 $ — |
Deferred Liabilities, Commitm_7
Deferred Liabilities, Commitments and Contingencies (Tables) - CIK0001853021 Metals Acquisition Corp [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of variation in the copper price will determine the margin rate as well as the composition of interest payments (being either cash and/or capitalized to the principal | LME Copper Price Margin Payment <$3.40/lb 12.00 % 100% capitalized / 0% Cash >$3.40/lb to $3.85/lb 10.00 % 60% capitalized / 40% Cash >$3.85/lb 8.00 % 0% capitalized / 100% Cash | LME Copper Price Margin Payment <$3.40/lb 12.00 % 100% capitalized / 0% Cash >$3.40/lb to $3.85/lb 10.00 % 60% capitalized / 40% Cash >$3.85/lb 8.00 % 0% capitalized / 100% Cash |
Schedule of proportions of total payable copper | Time Period % Payable Copper Closing to 1st Anniversary of the Closing Date — % 1st Anniversary of the Closing Date to 5th Anniversary 3.00 % 5th Anniversary until 33,000 metric tonnes of Refined Copper delivered to the Purchaser (the “Threshold Quantity”) 4.875 % Thereafter from the date that the Threshold Quantity has been met 2.25 % | Time Period % Payable Copper Closing to 1 st 0% 1 st th 3.00% 5 th 4.875% Thereafter from the date that the Threshold Quantity has been met 2.25% |
Subsequent Events (Tables)
Subsequent Events (Tables) - CIK0001853021 Metals Acquisition Corp [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of variation in the copper price will determine the margin rate as well as the composition of interest payments (being either cash and/or capitalized to the principal | LME Copper Price Margin Payment <$3.40/lb 12.00 % 100% capitalized / 0% Cash >$3.40/lb to $3.85/lb 10.00 % 60% capitalized / 40% Cash >$3.85/lb 8.00 % 0% capitalized / 100% Cash | LME Copper Price Margin Payment <$3.40/lb 12.00 % 100% capitalized / 0% Cash >$3.40/lb to $3.85/lb 10.00 % 60% capitalized / 40% Cash >$3.85/lb 8.00 % 0% capitalized / 100% Cash |
Schedule of proportions of total payable copper | Time Period % Payable Copper Closing to 1st Anniversary of the Closing Date — % 1st Anniversary of the Closing Date to 5th Anniversary 3.00 % 5th Anniversary until 33,000 metric tonnes of Refined Copper delivered to the Purchaser (the “Threshold Quantity”) 4.875 % Thereafter from the date that the Threshold Quantity has been met 2.25 % | Time Period % Payable Copper Closing to 1 st 0% 1 st th 3.00% 5 th 4.875% Thereafter from the date that the Threshold Quantity has been met 2.25% |
Organization and Business Ope_5
Organization and Business Operations and Going Concern and Management's Plan (Details) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Apr. 14, 2023 USD ($) $ / shares shares | Mar. 10, 2023 USD ($) $ / shares shares | Nov. 22, 2022 USD ($) | Nov. 22, 2022 USD ($) shares | Nov. 22, 2022 USD ($) | Nov. 22, 2022 USD ($) | Nov. 22, 2022 USD ($) item | Nov. 22, 2022 USD ($) $ / MT | Nov. 22, 2022 USD ($) director | Nov. 22, 2022 USD ($) $ / m | Mar. 17, 2022 USD ($) $ / shares shares | Sep. 16, 2021 USD ($) shares | Sep. 03, 2021 USD ($) $ / shares shares | Aug. 02, 2021 USD ($) $ / shares shares | Mar. 11, 2021 item | Mar. 31, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Feb. 28, 2023 USD ($) | Jan. 09, 2023 USD ($) $ / shares shares | May 24, 2022 USD ($) $ / shares shares | May 06, 2022 USD ($) $ / shares shares | Apr. 13, 2022 USD ($) | Mar. 31, 2022 shares | |
CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Condition for future business combination number of businesses minimum | item | 1 | 1 | ||||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||
Forfeiture of 558,805 founder shares (in shares) | shares | 558,805 | 558,805 | ||||||||||||||||||||||||
Transaction cost in accumulated deficit | $ 1,984,130 | |||||||||||||||||||||||||
Deferred underwriting discount | $ 9,280,173 | $ 9,280,173 | ||||||||||||||||||||||||
Other expenses | 1,984,130 | |||||||||||||||||||||||||
Temporary equity | $ 24,729,441 | |||||||||||||||||||||||||
Payments for investment in Trust Account | $ 265,147,800 | $ 265,147,800 | ||||||||||||||||||||||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80 | 80 | ||||||||||||||||||||||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50 | 50 | ||||||||||||||||||||||||
Condition for future business combination use of proceeds percentage | 100 | 100 | ||||||||||||||||||||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | 2 days | ||||||||||||||||||||||||
Condition for future business combination threshold Net Tangible Assets | $ 100,000 | |||||||||||||||||||||||||
Business combination period | 24 months | |||||||||||||||||||||||||
Redemption period upon closure | 24 months | |||||||||||||||||||||||||
Threshold business days for redemption of public shares | 10 days | |||||||||||||||||||||||||
Maximum allowed dissolution expenses | $ 100,000 | |||||||||||||||||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||||||||||||||||||
Percentage of beneficial ownership interest, right to appoint one director | 10% | |||||||||||||||||||||||||
Cash | $ 35,075 | 954,974 | 42,314 | $ 954,974 | ||||||||||||||||||||||
Amount outstanding | $ 786,096 | |||||||||||||||||||||||||
Number of shares issued | shares | 1,500,000 | |||||||||||||||||||||||||
Aggregate purchase price | $ 15,000,000 | $ 25,000 | ||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp [Member] | Syndicated facility agreement | Senior Syndicated Facility | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Acquisition term loan | $ 205,000,000 | |||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp [Member] | Mezz Facility | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Variable margin | 2% | |||||||||||||||||||||||||
Mezzanine loan facility | $ 135,000,000 | |||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp [Member] | Mezz Facility | Subsequent Event | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Variable margin | 2% | |||||||||||||||||||||||||
Mezzanine loan facility | $ 135,000,000 | |||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp [Member] | Subscription Agreements | Subsequent Event | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||||||||||||
Number of shares issued | shares | 11,362,506 | |||||||||||||||||||||||||
Aggregate purchase price | $ 113,625,060 | |||||||||||||||||||||||||
Aggregate number of shares agreed to transfer | shares | 11,362,506 | |||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp [Member] | Subscription Agreements | Subsequent Event | Chief Executive Officer | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate purchase price | $ 1,500,000 | |||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp [Member] | Subscription Agreements | Subsequent Event | Chief Financial Officer | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate purchase price | 250,000 | |||||||||||||||||||||||||
CIK0001853021 Metals Acquisition Corp [Member] | Subscription Agreements | Subsequent Event | Director | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate purchase price | $ 50,000 | |||||||||||||||||||||||||
Convertible Debt [Member] | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | |||||||||||||||||||||||||
Glencore | CIK0001853021 Metals Acquisition Corp [Member] | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Option to scale down, value of shares | $ 0 | |||||||||||||||||||||||||
Maximum amount of deferred cash payment out of net proceeds from the equity raise | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||||||||||||
Maximum percentage of deferred cash payment on net proceeds from the equity raise | 50% | |||||||||||||||||||||||||
SSA | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Percentage of issued share capital | 100% | |||||||||||||||||||||||||
Percentage of royalty | 1.50% | |||||||||||||||||||||||||
Consideration transferred | $ 1,050,000,000 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Acquisitions | $ 50,000,000 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 5,000,000 | |||||||||||||||||||||||||
CMPL | Glencore | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Period for payment of deferred cash and applicable interest from Closing | 12 months | |||||||||||||||||||||||||
Number of directors, right to appoint | director | 1 | |||||||||||||||||||||||||
CMPL | Glencore | CIK0001853021 Metals Acquisition Corp [Member] | SSA | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Percentage of issued share capital | 100% | |||||||||||||||||||||||||
Cash consideration | $ 1,050,000,000 | |||||||||||||||||||||||||
Consideration, value of shares | $ 50,000,000 | |||||||||||||||||||||||||
Consideration, number of shares | shares | 5,000,000 | |||||||||||||||||||||||||
Percentage of royalty | 1.50% | |||||||||||||||||||||||||
CMPL | Glencore | CIK0001853021 Metals Acquisition Corp [Member] | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Option to scale down, value of shares | 0 | |||||||||||||||||||||||||
Deferred cash payment | $ 75,000,000 | 75,000,000 | $ 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 | $ 75,000,000 | 75,000,000 | ||||||||||||||||||
Period for payment of deferred cash and applicable interest from Closing | 12 months | |||||||||||||||||||||||||
Period for calculating VWAP | 20 days | |||||||||||||||||||||||||
Milestones payment period | 3 years | |||||||||||||||||||||||||
Total contingent payment in cash | $ 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||||||||||||
Amount of each contingent payment | 75,000,000 | 75,000,000 | $ 75,000,000 | 75,000,000 | $ 75,000,000 | 75,000,000 | $ 75,000,000 | 75,000,000 | ||||||||||||||||||
Number of directors, right to appoint | director | 1 | |||||||||||||||||||||||||
Number of contingent payments | item | 2 | |||||||||||||||||||||||||
Percentage of discount on issuance of additional New MAC Ordinary Shares | 30% | |||||||||||||||||||||||||
Maximum amount of deferred cash payment out of net proceeds from the equity raise | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||||||||||||
Maximum percentage of deferred cash payment on net proceeds from the equity raise | 50% | |||||||||||||||||||||||||
Warrants [Member] | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Issuance costs | $ 1,984,130 | |||||||||||||||||||||||||
Private Placement Warrants | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Maximum threshold period for registration statement to become effective after business combination | 30 days | |||||||||||||||||||||||||
Public Warrants | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | $ 11.50 | ||||||||||||||||||||||||
Class A Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | 11.50 | $ 11.50 | |||||||||||||||||||||||
Warrants issued upon conversion of notes | shares | 14,373,564 | 14,373,564 | ||||||||||||||||||||||||
Class A Ordinary Shares | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp [Member] | SSA | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Class A Ordinary Shares | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Price of warrant | $ / shares | $ 11.50 | |||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Class A Ordinary Shares | Public Warrants | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Class A Ordinary Shares | Public Warrants | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Class B Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Number of shares issued | shares | 7,187,500 | |||||||||||||||||||||||||
IPO | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Number of units sold | shares | 25,000,000 | |||||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||||||||||||
Proceeds from issuance initial public offering | $ 250,000,000 | |||||||||||||||||||||||||
Underwriting fees | $ 5,302,956 | $ 5,302,956 | $ 5,302,956 | |||||||||||||||||||||||
Deferred underwriting fees | 9,280,173 | $ 9,280,173 | 9,280,173 | |||||||||||||||||||||||
Number of warrants in a unit | shares | 0.33 | |||||||||||||||||||||||||
Transaction costs | 26,713,571 | $ 26,713,571 | 26,713,571 | 26,713,571 | 26,713,571 | |||||||||||||||||||||
Underwriting discounts | 5,302,956 | 5,302,956 | ||||||||||||||||||||||||
Deferred underwriting discount | 9,280,173 | 9,280,173 | 9,280,173 | |||||||||||||||||||||||
Investments fair value | 11,107,653 | |||||||||||||||||||||||||
Other offering costs | $ 1,022,789 | 1,022,789 | 1,022,789 | 1,022,789 | 1,022,789 | |||||||||||||||||||||
Temporary equity | 24,729,441 | 24,729,441 | ||||||||||||||||||||||||
Minimum net tangible assets upon consummation of business combination | 5,000,001 | 5,000,001 | ||||||||||||||||||||||||
IPO | Warrants [Member] | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Other expenses | $ 1,984,130 | $ 1,984,130 | ||||||||||||||||||||||||
IPO | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Transaction costs | 1,984,130 | 1,984,130 | ||||||||||||||||||||||||
IPO | Public Warrants | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Transaction costs | $ 26,713,571 | $ 26,713,571 | ||||||||||||||||||||||||
IPO | Class A Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Number of shares in a unit | shares | 1 | |||||||||||||||||||||||||
Private Placement | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||||||||||||||||||||||
Price of warrant | $ / shares | $ 1.50 | |||||||||||||||||||||||||
Proceeds from sale of Private Placement Warrants | $ 302,956 | |||||||||||||||||||||||||
Warrants issued upon conversion of notes | shares | 201,971 | |||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | ||||||||||||||||||||||||
Private Placement | CIK0001853021 Metals Acquisition Corp [Member] | Subsequent Event | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||||||||||||
Aggregate purchase price | $ 113,625,060 | |||||||||||||||||||||||||
Private Placement | CIK0001853021 Metals Acquisition Corp [Member] | Subscription Agreements | Subsequent Event | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||||||||||||||||||
Number of shares issued | shares | 11,362,506 | |||||||||||||||||||||||||
Aggregate purchase price | $ 113,625,060 | |||||||||||||||||||||||||
Private Placement | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Price of warrant | $ / shares | $ 1.50 | |||||||||||||||||||||||||
Proceeds from sale of Private Placement Warrants | $ 8,000,000 | |||||||||||||||||||||||||
Maximum threshold period for registration statement to become effective after business combination | 30 days | |||||||||||||||||||||||||
Warrants issued upon conversion of notes | shares | 5,333,333 | |||||||||||||||||||||||||
Private Placement | Class A Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Over-allotment option | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Number of units sold | shares | 1,514,780 | 3,750,000 | 3,750,000 | 3,750,000 | ||||||||||||||||||||||
Proceeds from issuance initial public offering | $ 9,280,173 | |||||||||||||||||||||||||
Maximum units to be issued | shares | 3,750,000 | |||||||||||||||||||||||||
Proceeds from issuance of units | $ 15,147,800 | |||||||||||||||||||||||||
Underwriting fees | 302,956 | |||||||||||||||||||||||||
Deferred underwriting fees | 530,173 | |||||||||||||||||||||||||
Percentage of offering price outstanding units | 78.3 | 78.3 | ||||||||||||||||||||||||
Percentage of decrease in outstanding offering units | 73.8 | 73.8 | ||||||||||||||||||||||||
Underwriting discounts | 302,956 | |||||||||||||||||||||||||
Deferred underwriting discount | $ 530,173 | |||||||||||||||||||||||||
Over-allotment option | Class A Ordinary Shares | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Price of warrant | $ / shares | $ 11.50 | |||||||||||||||||||||||||
First Contingent Payment | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp [Member] | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Rolling period | 18 months | |||||||||||||||||||||||||
Second Contingent Payment | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp [Member] | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Rolling period | 24 months | |||||||||||||||||||||||||
Minimum | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp [Member] | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Cash consideration | 775,000,000 | |||||||||||||||||||||||||
Minimum | SOFR | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp [Member] | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Variable margin | 8% | |||||||||||||||||||||||||
Minimum | First Contingent Payment | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp [Member] | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Average daily London Metal Exchange closing price per lb | 4.25 | |||||||||||||||||||||||||
Average daily London Metal Exchange closing price per mt | 9,370 | 9,370 | ||||||||||||||||||||||||
Minimum | Second Contingent Payment | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp [Member] | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Average daily London Metal Exchange closing price per lb | 4.50 | |||||||||||||||||||||||||
Average daily London Metal Exchange closing price per mt | $ / MT | 9,920 | |||||||||||||||||||||||||
Maximum [Member] | SSA | Glencore | CIK0001853021 Metals Acquisition Corp [Member] | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Consideration, number of shares | shares | 10,000,000 | |||||||||||||||||||||||||
Maximum [Member] | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp [Member] | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Cash consideration | 875,000,000 | |||||||||||||||||||||||||
Consideration, value of shares | $ 100,000,000 | |||||||||||||||||||||||||
Consideration, number of shares | shares | 10,000,000 | |||||||||||||||||||||||||
Maximum [Member] | SOFR | CMPL | Glencore | CIK0001853021 Metals Acquisition Corp [Member] | SSA Amendment | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Variable margin | 12% | |||||||||||||||||||||||||
Founder shares | CIK0001853021 Metals Acquisition Corp [Member] | Subscription Agreements | Subsequent Event | Chief Executive Officer | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate purchase price | 250,000 | |||||||||||||||||||||||||
Founder shares | CIK0001853021 Metals Acquisition Corp [Member] | Subscription Agreements | Subsequent Event | Chief Financial Officer | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate purchase price | 1,500,000 | |||||||||||||||||||||||||
Founder shares | CIK0001853021 Metals Acquisition Corp [Member] | Subscription Agreements | Subsequent Event | Director | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate purchase price | $ 50,000 | |||||||||||||||||||||||||
Founder shares | Class B Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | Subsequent Event | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Number of shares issued | shares | 517,500 | |||||||||||||||||||||||||
Sponsor | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Pursuant to anchor investment | shares | 1,272,500 | 1,272,500 | ||||||||||||||||||||||||
Sponsor | Unsecured Convertible Promissory Note, 2023 [Member] | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Debt instrument, aggregate price | $ 300,000 | |||||||||||||||||||||||||
Sponsor | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||||||||||||||||||||||
Number of shares per warrant | shares | 1 | |||||||||||||||||||||||||
Amount borrowed | $ 0 | $ 0 | ||||||||||||||||||||||||
Sponsor | Class B Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.004 | $ 0.004 | $ 0.004 | $ 0.004 | ||||||||||||||||||||||
Forfeiture of 558,805 founder shares (in shares) | shares | 558,805 | |||||||||||||||||||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||||||||||||||||
Sponsor | Private Placement | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Price of warrant | $ / shares | $ 1.50 | |||||||||||||||||||||||||
Proceeds from sale of Private Placement Warrants | $ 8,000,000 | |||||||||||||||||||||||||
Sponsor | Convertible Promissory Note [Member] | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Price of warrant | $ / shares | $ 1.50 | |||||||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | |||||||||||||||||||||||||
Amount borrowed | $ 1,200,000 | $ 1,200,000 | ||||||||||||||||||||||||
Sponsor | Convertible Promissory Note [Member] | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Warrants issued upon conversion of notes | shares | 200,000 | 800,000 | ||||||||||||||||||||||||
Conversion of convertible note into warrants | $ 1,200,000 | |||||||||||||||||||||||||
Sponsor | Convertible Promissory Note [Member] | Private Placement Warrants | Convertible Debt [Member] | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Conversion of convertible note into warrants | $ 1,200,000 | |||||||||||||||||||||||||
Sponsor | Founder shares | Class B Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||||||||||||||||||||||
Number of shares issued | shares | 7,187,500 | |||||||||||||||||||||||||
Aggregate purchase price | $ 25,000 | |||||||||||||||||||||||||
Anchor Investors | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Purchase price, per unit | $ / shares | $ 8.73 | $ 8.73 | ||||||||||||||||||||||||
Conversion ratio | 0.01 | 0.01 | ||||||||||||||||||||||||
Purchase of offering price outstanding units | shares | 19,575,000 | 19,575,000 | ||||||||||||||||||||||||
Percentage of offering price outstanding units | 78.3 | 78.3 | ||||||||||||||||||||||||
Number of shares in a unit | shares | 1,272,500 | |||||||||||||||||||||||||
Investments fair value | $ 11,107,653 | $ 11,107,653 | ||||||||||||||||||||||||
Pursuant to anchor investment | shares | 1,272,500 | |||||||||||||||||||||||||
Anchor Investors | IPO | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Investments fair value | $ 11,107,653 | $ 11,107,653 | $ 11,107,653 | $ 11,107,653 | ||||||||||||||||||||||
Offering price of the Units | 78.30% | |||||||||||||||||||||||||
Public offering price of the Units Shares | shares | 19,575,000 | |||||||||||||||||||||||||
Green Mountain Metals, LLC | Founder shares | CIK0001853021 Metals Acquisition Corp [Member] | Subscription Agreements | Subsequent Event | ||||||||||||||||||||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||||||||||||||||||||
Aggregate number of shares agreed to transfer | shares | 517,500 |
Organization and Business Ope_6
Organization and Business Operations Going Concern and Management's Plan - Going Concern and Management's Plan (Details) - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Dec. 21, 2022 | May 24, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 25, 2022 | May 06, 2022 | Apr. 13, 2022 | |
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Cash | $ 35,075 | $ 35,075 | $ 42,314 | |||||
Working capital | 22,808,456 | 17,936,214 | ||||||
Amount outstanding | 786,096 | |||||||
Threshold period for mandatory liquidation from filing of Annual Report | 5 months | 5 months | ||||||
Sponsor | Private Placement Warrants | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Amount borrowed | $ 0 | 0 | 0 | |||||
Sponsor | Convertible promissory note | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | |||||||
Amount borrowed | 1,200,000 | 1,200,000 | $ 1,200,000 | |||||
Sponsor | Convertible promissory note | Private Placement Warrants | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Number of warrants issued | 800,000 | |||||||
Conversion of convertible note into warrants | $ 1,200,000 | |||||||
October 2022 Note | Sponsor | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||||
Amount outstanding | 300,000 | 300,000 | $ 300,000 | |||||
December 2022 Note | Sponsor | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Maximum borrowing capacity of related party promissory note | $ 1,254,533 | |||||||
Amount outstanding | 1,187,496 | 1,187,496 | $ 486,096 | |||||
Sponsor Convertible Note | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | |||||||
Sponsor Convertible Note | Sponsor | Convertible promissory note | Private Placement Warrants | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Conversion of convertible note into warrants | $ 1,200,000 | |||||||
Unsecured non-convertible promissory note | Sponsor | ||||||||
Organization and Business Operations and Going Concern and Management's Plan | ||||||||
Maximum borrowing capacity of related party promissory note | 339,877 | 339,877 | ||||||
Amount outstanding | $ 0 | $ 0 |
Significant Accounting Polic_10
Significant Accounting Policies (Details) - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 03, 2021 | |
Significant Accounting Policies | ||||
Cash | $ 35,075 | $ 954,974 | $ 42,314 | |
Cash equivalents | 0 | 0 | ||
Marketable securities held in Trust Account | 271,757,366 | 265,155,619 | 268,908,716 | |
Advances from related parties | 150,000 | |||
Debt financing costs | 1,598,459 | 0 | 985,760 | |
Unrecognized tax benefits | 0 | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | 0 | |
IPO | ||||
Significant Accounting Policies | ||||
Offering cost | 26,713,571 | 26,713,571 | 26,713,571 | $ 26,713,571 |
Offering Costs | 0 | |||
Investments fair value | 11,107,653 | |||
Other offering costs | 1,022,789 | 1,022,789 | 1,022,789 | $ 1,022,789 |
Offering cost included in stockholders equity | 24,729,441 | |||
Anchor Investors | ||||
Significant Accounting Policies | ||||
Investments fair value | 11,107,653 | 11,107,653 | ||
Anchor Investors | IPO | ||||
Significant Accounting Policies | ||||
Investments fair value | $ 11,107,653 | 11,107,653 | $ 11,107,653 | |
Private Placement Warrants | ||||
Significant Accounting Policies | ||||
Number of warrants | 201,971 | |||
Private Placement Warrants | IPO | ||||
Significant Accounting Policies | ||||
Offering cost | 1,984,130 | |||
Number of warrants | 13,666,666 | 13,666,666 | ||
Private Placement Warrants | Over-allotment option | ||||
Significant Accounting Policies | ||||
Number of warrants | 201,971 | |||
Public Warrants | IPO | ||||
Significant Accounting Policies | ||||
Offering cost | $ 26,713,571 | |||
Number of warrants | 504,927 | |||
Public Warrants | Over-allotment option | ||||
Significant Accounting Policies | ||||
Number of warrants | 504,927 |
Significant Accounting Polic_11
Significant Accounting Policies - Ordinary Shares Subject to Possible Redemption (Details) - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Gross proceeds from IPO | $ 265,147,800 | $ 265,147,800 | |
Proceeds allocated to Public Warrants, net of offering costs | (14,052,833) | (14,052,833) | |
Ordinary share issuance costs | (24,729,441) | (24,729,441) | |
Remeasurement adjustment of carrying value to redemption value | $ 2,848,650 | 38,782,274 | 3,760,916 |
Ordinary shares subject to possible redemption | 271,757,366 | $ 265,147,800 | 268,908,716 |
Dissolution expense | $ 100,000 | $ 100,000 |
Significant Accounting Polic_12
Significant Accounting Policies - Net (Loss) Income Per Share (Details) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
May 24, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Jan. 09, 2023 | May 06, 2022 | Sep. 03, 2021 | Aug. 02, 2021 | |
Sponsor | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||
Significant Accounting Policies | |||||||||
Exercise price of warrants | $ 11.50 | ||||||||
Number of warrants exercised | 300,000 | ||||||||
Sponsor | Convertible promissory note | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||
Significant Accounting Policies | |||||||||
Conversion of convertible note into warrants | $ 1,200,000 | ||||||||
Warrants issued upon conversion of notes | 800,000 | 200,000 | |||||||
Class A Ordinary Shares | |||||||||
Denominator: | |||||||||
Weighted average shares outstanding, diluted | 26,514,780 | 26,514,780 | |||||||
Diluted net (loss) income per ordinary share | $ 0.11 | ||||||||
Class A Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||
Significant Accounting Policies | |||||||||
Warrants issued upon conversion of notes | 14,373,564 | 14,373,564 | |||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | ||||||
Numerator: | |||||||||
Allocation of net (loss) income | $ 2,848,650 | $ 17,415 | $ 7,354,212 | $ 3,753,097 | |||||
Denominator: | |||||||||
Weighted average shares outstanding, basic | 26,514,780 | 26,514,780 | 13,451,926 | 26,514,780 | |||||
Weighted average shares outstanding, diluted | 26,514,780 | 26,514,780 | 13,451,926 | 26,514,780 | |||||
Basic net (loss) income per ordinary share | $ 0.11 | $ 0.54 | $ 0.14 | ||||||
Diluted net (loss) income per ordinary share | $ 0.11 | $ 0.54 | $ 0.14 | ||||||
Class A Ordinary Shares | Sponsor | Private Placement Warrants | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||
Significant Accounting Policies | |||||||||
Number of warrants exercised | 1 | ||||||||
Class B Ordinary Shares | |||||||||
Denominator: | |||||||||
Weighted average shares outstanding, diluted | 6,628,695 | 6,628,695 | |||||||
Diluted net (loss) income per ordinary share | $ (1.22) | $ (0.88) | |||||||
Class B Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||
Numerator: | |||||||||
Allocation of net (loss) income | $ (8,075,792) | $ (5,866,228) | $ 3,460,806 | $ (8,495,715) | |||||
Denominator: | |||||||||
Weighted average shares outstanding, basic | 6,628,695 | 6,628,695 | 6,403,525 | 6,628,695 | |||||
Weighted average shares outstanding, diluted | 6,628,695 | 6,628,695 | 6,403,525 | 6,628,695 | |||||
Basic net (loss) income per ordinary share | $ (1.22) | $ (0.88) | $ 0.54 | $ (1.28) | |||||
Diluted net (loss) income per ordinary share | $ (1.22) | $ (0.88) | $ 0.54 | $ (1.28) |
Initial Public Offering (Deta_2
Initial Public Offering (Details) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Sep. 16, 2021 USD ($) shares | Sep. 03, 2021 USD ($) $ / shares shares | Aug. 02, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) D $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 10, 2023 $ / shares | Jan. 09, 2023 $ / shares | May 24, 2022 $ / shares | Mar. 31, 2021 $ / shares | |
CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||
Initial Public Offering | ||||||||||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | |||||||
Deferred underwriting discount | $ | $ 9,280,173 | |||||||||
Forfeiture of 558,805 founder shares (in shares) | shares | 558,805 | 558,805 | ||||||||
Class A Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||
Initial Public Offering | ||||||||||
Common shares, par value (in dollars per share) | $ 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | |||||||
Class B Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||
Initial Public Offering | ||||||||||
Common shares, par value (in dollars per share) | 0.0001 | 0.0001 | 0.0001 | $ 0.0001 | ||||||
Class B Ordinary Shares | Sponsor | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||
Initial Public Offering | ||||||||||
Common shares, par value (in dollars per share) | 0.004 | $ 0.004 | 0.004 | |||||||
Forfeiture of 558,805 founder shares (in shares) | shares | 558,805 | |||||||||
Public Warrants | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||
Initial Public Offering | ||||||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||||||||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | ||||||||
Public Warrants expiration term | 5 years | 5 years | ||||||||
Issue price per share | $ 9.20 | $ 9.20 | ||||||||
Percentage of gross proceeds on total equity proceeds | 60% | 60% | ||||||||
Trading days determining volume weighted average price | 20 days | 20 days | ||||||||
Adjustment of exercise price of warrants based on market value (as a percent) | 115% | 115% | ||||||||
Number of trading days on which fair market value of shares is reported | D | 10 | |||||||||
Public Warrants | Class A Ordinary Shares | ||||||||||
Initial Public Offering | ||||||||||
Number of shares per warrant | shares | 1 | |||||||||
Public Warrants | Class A Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||
Initial Public Offering | ||||||||||
Number of shares per warrant | shares | 1 | |||||||||
Issue price per share | $ 9.20 | $ 9.20 | ||||||||
Fair market value per share | $ 0.361 | 0.361 | ||||||||
Public Warrants | Redemption of warrant price per share equals or exceeds18.00 | ||||||||||
Initial Public Offering | ||||||||||
Stock price trigger for redemption of public warrants | $ 18 | |||||||||
Public Warrants | Redemption of warrant price per share equals or exceeds18.00 | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||
Initial Public Offering | ||||||||||
Adjustment of exceeds price of warrants based on market value (as a percent) | 180% | 180% | ||||||||
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||||||||
Threshold consecutive trading days for redemption of public warrants | D | 30 | |||||||||
Stock price trigger for redemption of public warrants | $ 18 | $ 18 | ||||||||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||||||||
Public Warrants | Redemption of warrant price per share equals or exceeds10.00 | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||
Initial Public Offering | ||||||||||
Adjustment of exceeds price of warrants based on market value (as a percent) | 100% | 100% | ||||||||
Stock price trigger for redemption of public warrants | $ 10 | $ 10 | ||||||||
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 | ||||||||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||||||||
IPO | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||
Initial Public Offering | ||||||||||
Number of units sold | shares | 25,000,000 | |||||||||
Number of warrants in a unit | shares | 0.33 | |||||||||
Purchase price, per unit | $ 10 | |||||||||
Proceeds from issuance initial public offering | $ | $ 250,000,000 | |||||||||
Warrants exercisable term after the completion of a business combination | 30 days | |||||||||
Public Warrants expiration term | 5 years | |||||||||
Cash underwriting fees | $ | $ 5,302,956 | $ 5,302,956 | ||||||||
Deferred underwriting discount | $ | $ 9,280,173 | $ 9,280,173 | $ 9,280,173 | |||||||
IPO | Class A Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||
Initial Public Offering | ||||||||||
Number of shares in a unit | shares | 1 | |||||||||
Common shares, par value (in dollars per share) | $ 0.0001 | |||||||||
Number of shares per warrant | shares | 1 | |||||||||
Exercise price of warrants | $ 11.50 | |||||||||
Over-allotment option | CIK0001853021 Metals Acquisition Corp [Member] | ||||||||||
Initial Public Offering | ||||||||||
Number of units sold | shares | 1,514,780 | 3,750,000 | 3,750,000 | 3,750,000 | ||||||
Proceeds from issuance initial public offering | $ | $ 9,280,173 | |||||||||
Proceeds from issuance of units | $ | $ 15,147,800 | |||||||||
Cash underwriting fees | $ | 302,956 | |||||||||
Deferred underwriting discount | $ | $ 530,173 |
Private Placement (Details)_2
Private Placement (Details) - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 03, 2021 | Aug. 02, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | May 24, 2022 | Mar. 31, 2022 | |
Class A Ordinary Shares | ||||||
Initial Public Offering | ||||||
Warrants issued upon conversion of notes | 14,373,564 | 14,373,564 | ||||
Exercise price of warrant | $ 11.50 | $ 11.50 | $ 11.50 | |||
Class A Ordinary Shares | Private Placement Warrants | ||||||
Initial Public Offering | ||||||
Number of shares per warrant | 1 | |||||
Price of warrants | $ 11.50 | |||||
Private Placement | ||||||
Initial Public Offering | ||||||
Warrants issued upon conversion of notes | 201,971 | |||||
Number of shares per warrant | 1 | |||||
Price of warrants | $ 1.50 | |||||
Aggregate purchase price | $ 302,956 | |||||
Exercise price of warrant | $ 11.50 | |||||
Private Placement | Private Placement Warrants | ||||||
Initial Public Offering | ||||||
Warrants issued upon conversion of notes | 5,333,333 | |||||
Price of warrants | $ 1.50 | |||||
Aggregate purchase price | $ 8,000,000 | |||||
Private Placement | Class A Ordinary Shares | ||||||
Initial Public Offering | ||||||
Number of shares per warrant | 1 | |||||
Private Placement | Class A Ordinary Shares | Private Placement Warrants | ||||||
Initial Public Offering | ||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days |
Related Party Transactions - _2
Related Party Transactions - Founder Shares (Details) - CIK0001853021 Metals Acquisition Corp [Member] | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Apr. 14, 2023 USD ($) $ / shares shares | Mar. 10, 2023 USD ($) $ / shares shares | Dec. 14, 2022 shares | Sep. 16, 2021 shares | Sep. 03, 2021 shares | Aug. 02, 2021 shares | Mar. 31, 2021 USD ($) D $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | |
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 15,000,000 | $ 25,000 | |||||||||
Number of shares issued | 1,500,000 | ||||||||||
Stock compensation expense | $ | $ 224,250 | ||||||||||
Purchase price | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||
Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 113,625,060 | ||||||||||
Number of shares issued | 11,362,506 | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||||||||
Aggregate number of shares agreed to transfer | 11,362,506 | ||||||||||
Purchase price | $ / shares | $ 10 | ||||||||||
Marthinus J. Crouse | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 250,000 | ||||||||||
Chief Executive Officer | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | 1,500,000 | ||||||||||
Director | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | 50,000 | ||||||||||
Over-allotment option | |||||||||||
Related Party Transactions | |||||||||||
Number of units sold | 1,514,780 | 3,750,000 | 3,750,000 | 3,750,000 | |||||||
Number of shares forfeited | 558,805 | ||||||||||
Private Placement | |||||||||||
Related Party Transactions | |||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | 30 days | |||||||||
Private Placement | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 113,625,060 | ||||||||||
Purchase price | $ / shares | $ 10 | ||||||||||
Private Placement | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 113,625,060 | ||||||||||
Number of shares issued | 11,362,506 | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||||||||
Purchase price | $ / shares | $ 10 | ||||||||||
Class B Ordinary Shares | |||||||||||
Related Party Transactions | |||||||||||
Number of shares issued | 7,187,500 | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Class B Ordinary Shares | Over-allotment option | |||||||||||
Related Party Transactions | |||||||||||
Shares subject to forfeiture | 937,500 | ||||||||||
Number of shares forfeited | 558,805 | ||||||||||
Founder shares | Restricted stock units | |||||||||||
Related Party Transactions | |||||||||||
Number of shares expected to be granted | 336,000 | ||||||||||
Founder shares | Marthinus J. Crouse | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 1,500,000 | ||||||||||
Founder shares | Chief Executive Officer | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | 250,000 | ||||||||||
Founder shares | Director | Subscription Agreements | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 50,000 | ||||||||||
Founder shares | Class B Ordinary Shares | Subsequent Event | |||||||||||
Related Party Transactions | |||||||||||
Number of shares issued | 517,500 | ||||||||||
Sponsor | Class B Ordinary Shares | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||
Ordinary shares, par value | $ / shares | $ 0.004 | $ 0.004 | $ 0.004 | $ 0.004 | |||||||
Sponsor | Founder shares | Class B Ordinary Shares | |||||||||||
Related Party Transactions | |||||||||||
Aggregate purchase price | $ | $ 25,000 | ||||||||||
Aggregate purchase price per share (in dollars) | $ / shares | $ 0.003 | ||||||||||
Number of shares issued | 7,187,500 | ||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | ||||||||||
Shares subject to forfeiture | 937,500 | ||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||||||
Transferors | Founder shares | Marthinus J. Crouse | Securities Assignment Agreement | |||||||||||
Related Party Transactions | |||||||||||
Aggregate number of shares agreed to transfer | 25,000 | ||||||||||
Conversion ratio | 0.01 | ||||||||||
Number of shares transferred | 25,000 | ||||||||||
Stock compensation expense | $ | $ 224,250 | ||||||||||
Compensation expense, price per share | $ / shares | $ 8.97 |
Related Party Transactions - _3
Related Party Transactions - Additional Information (Details) - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
Jan. 09, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 31, 2022 | May 24, 2022 | May 06, 2022 | Mar. 31, 2022 | Sep. 03, 2021 | Aug. 02, 2021 | |
Related Party Transactions | ||||||||||
Amount outstanding | $ 786,096 | |||||||||
Interest expense | $ 40,842 | |||||||||
Advances from related parties | $ 150,000 | |||||||||
Outstanding balance of advances from related parties | 0 | 0 | ||||||||
Amount borrowed | 701,400 | 786,096 | ||||||||
Derivative warrant liabilities | $ 10,992,098 | $ 8,440,008 | $ 7,442,633 | |||||||
Class A Ordinary Shares | ||||||||||
Related Party Transactions | ||||||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | |||||||
Warrants issued upon conversion of notes | 14,373,564 | 14,373,564 | ||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | |||||
Working capital loans warrant | ||||||||||
Related Party Transactions | ||||||||||
Amount outstanding | $ 0 | $ 0 | ||||||||
Price of warrant | $ 1.50 | $ 1.50 | ||||||||
Private Placement Warrants | ||||||||||
Related Party Transactions | ||||||||||
Working Capital Loans | $ 1,500,000 | $ 1,500,000 | ||||||||
Private Placement Warrants | Class A Ordinary Shares | ||||||||||
Related Party Transactions | ||||||||||
Price of warrant | $ 11.50 | |||||||||
Number of shares per warrant | 1 | |||||||||
Promissory notes with related party | unsecured Promissory Note October 2022 And December 2022 | ||||||||||
Related Party Transactions | ||||||||||
Difference between face value and present value of notes | 68,744 | |||||||||
Interest expense | 40,842 | |||||||||
Promissory notes with related party | Unsecured non-convertible promissory note | ||||||||||
Related Party Transactions | ||||||||||
Maximum borrowing capacity of related party promissory note | 339,877 | |||||||||
Amount outstanding | 0 | |||||||||
2023 Sponsor Convertible Note | ||||||||||
Related Party Transactions | ||||||||||
Derivative warrant liabilities | $ 101,960 | |||||||||
2023 Sponsor Convertible Note | Class A Ordinary Shares | ||||||||||
Related Party Transactions | ||||||||||
Number of shares per warrant | 1 | |||||||||
Exercise price of warrants | $ 11.50 | |||||||||
2023 Sponsor Convertible Note | Subsequent Event | Class A Ordinary Shares | ||||||||||
Related Party Transactions | ||||||||||
Number of shares per warrant | 1 | |||||||||
Exercise price of warrants | $ 11.50 | |||||||||
Sponsor | Unsecured non-convertible promissory note | ||||||||||
Related Party Transactions | ||||||||||
Maximum borrowing capacity of related party promissory note | 339,877 | |||||||||
Amount outstanding | 0 | |||||||||
Sponsor | Private Placement Warrants | ||||||||||
Related Party Transactions | ||||||||||
Number of shares per warrant | 1 | |||||||||
Exercise price of warrants | $ 11.50 | |||||||||
Amount borrowed | 0 | 0 | ||||||||
Sponsor | Promissory notes with related party | October 2022 Note | ||||||||||
Related Party Transactions | ||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||||||
Amount outstanding | 300,000 | $ 0 | 300,000 | |||||||
Sponsor | Promissory notes with related party | December 2022 Note | ||||||||||
Related Party Transactions | ||||||||||
Maximum borrowing capacity of related party promissory note | 1,254,533 | |||||||||
Amount outstanding | 1,187,496 | $ 0 | $ 486,096 | |||||||
Sponsor | Convertible promissory note | ||||||||||
Related Party Transactions | ||||||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | |||||||||
Price of warrant | $ 1.50 | |||||||||
Loan conversion agreement warrant | $ 1,200,000 | |||||||||
Amount borrowed | $ 1,200,000 | $ 1,200,000 | ||||||||
Sponsor | Convertible promissory note | Private Placement Warrants | ||||||||||
Related Party Transactions | ||||||||||
Conversion of convertible note into warrants | $ 1,200,000 | |||||||||
Warrants issued upon conversion of notes | 200,000 | 800,000 | ||||||||
Sponsor | 2023 Sponsor Convertible Note | ||||||||||
Related Party Transactions | ||||||||||
Loan conversion agreement warrant | $ 300,000 | |||||||||
Amount borrowed | 300,000 | |||||||||
Amount borrowed | $ 300,000 | |||||||||
Sponsor | 2023 Sponsor Convertible Note | Class A Ordinary Shares | ||||||||||
Related Party Transactions | ||||||||||
Price of warrant | $ 1.50 | |||||||||
Sponsor | 2023 Sponsor Convertible Note | Subsequent Event | ||||||||||
Related Party Transactions | ||||||||||
Loan conversion agreement warrant | $ 300,000 | |||||||||
Amount borrowed | $ 300,000 | |||||||||
Sponsor | 2023 Sponsor Convertible Note | Subsequent Event | Class A Ordinary Shares | ||||||||||
Related Party Transactions | ||||||||||
Price of warrant | $ 1.50 | |||||||||
Sponsor | 2023 Sponsor Convertible Note | Private Placement Warrants | ||||||||||
Related Party Transactions | ||||||||||
Conversion of convertible note into warrants | $ 300,000 | |||||||||
Warrants issued upon conversion of notes | 200,000 | |||||||||
Sponsor | 2023 Sponsor Convertible Note | Private Placement Warrants | Subsequent Event | ||||||||||
Related Party Transactions | ||||||||||
Conversion of convertible note into warrants | $ 300,000 | |||||||||
Warrants issued upon conversion of notes | 200,000 |
Related Party Transactions - _4
Related Party Transactions - Fair Value Measurement Assumption (Details) - Level 3 - CIK0001853021 Metals Acquisition Corp [Member] | Dec. 31, 2022 $ / shares Y | May 24, 2022 $ / shares | May 24, 2022 Y | May 24, 2022 item | May 24, 2022 | May 06, 2022 $ / shares | May 06, 2022 Y | May 06, 2022 item | May 06, 2022 |
Underlying warrant value | Convertible promissory note | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 0.60 | 0.80 | |||||||
Exercise price | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 11.50 | ||||||||
Exercise price | Convertible promissory note | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 1.50 | 1.50 | |||||||
Holding period | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | Y | 5.50 | ||||||||
Holding period | Convertible promissory note | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | Y | 0.35 | 0.40 | |||||||
Risk-free rate | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 0.0130 | ||||||||
Risk-free rate | Convertible promissory note | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 0.0125 | 0.0125 | 0.0118 | 0.0118 | |||||
Volatility% | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 0.107 | ||||||||
Volatility% | Convertible promissory note | |||||||||
Related Party Transactions | |||||||||
Warrants, measurement input | 0.5957 | 0.5957 | 0.5535 | 0.5535 |
Recurring Fair Value Measurem_8
Recurring Fair Value Measurements (Details) - Recurring - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 | |||
Assets: | |||
U.S. Money Market held in Trust Account | $ 271,757,366 | $ 268,908,716 | $ 265,155,619 |
Total assets | 271,757,366 | 268,908,716 | 265,155,619 |
Liabilities: | |||
Total liabilities | 6,319,356 | 4,335,167 | 5,214,574 |
Level 1 | Public Warrants | |||
Liabilities: | |||
Liabilities of warrants | 6,319,356 | 4,335,166 | 5,214,574 |
Level 2 | |||
Liabilities: | |||
Total liabilities | 4,672,742 | 3,107,467 | |
Level 2 | Private Placement Warrants | |||
Liabilities: | |||
Liabilities of warrants | $ 4,672,742 | $ 3,107,467 | |
Level 3 | |||
Liabilities: | |||
Total liabilities | 3,265,830 | ||
Level 3 | Private Placement Warrants | |||
Liabilities: | |||
Liabilities of warrants | $ 3,265,830 |
Recurring Fair Value Measurem_9
Recurring Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 - CIK0001853021 Metals Acquisition Corp [Member] | Dec. 31, 2022 Y $ / shares |
Share price | |
Recurring Fair Value Measurements | |
Warrants, measurement input | 9.69 |
Strike price | |
Recurring Fair Value Measurements | |
Warrants, measurement input | 11.50 |
Term (in years) | |
Recurring Fair Value Measurements | |
Warrants, measurement input | Y | 5.50 |
Volatility | |
Recurring Fair Value Measurements | |
Warrants, measurement input | 0.107 |
Risk-free rate | |
Recurring Fair Value Measurements | |
Warrants, measurement input | 0.0130 |
Dividend yield | |
Recurring Fair Value Measurements | |
Warrants, measurement input | 0 |
Recurring Fair Value Measure_10
Recurring Fair Value Measurements - Changes in Fair Value of Warrant Liabilities (Details) - Derivative warrant liabilities - Level 3 - CIK0001853021 Metals Acquisition Corp [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | |
Fair value at the beginning | $ 3,265,830 |
Promissory note conversion | 480,000 |
Change in fair value | (324,766) |
Private Placement Warrants reclassified to level 2 | $ (3,421,064) |
Recurring Fair Value Measure_11
Recurring Fair Value Measurements - Additional Information (Details) - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Transfer of assets from level 1 to level 2 | $ 0 | $ 0 | $ 0 |
Transfer of assets from level 2 to level 1 | 0 | 0 | 0 |
Transfer of liabilities from level 1 to level 2 | 0 | 0 | 0 |
Transfer of liabilities from level 2 to level 1 | 0 | 0 | 0 |
Transfer into level 3 | $ 0 | $ 0 | $ 0 |
Deferred Liabilities, Commitm_8
Deferred Liabilities, Commitments and Contingencies (Details) | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||
Mar. 20, 2023 USD ($) $ / shares | Mar. 20, 2023 USD ($) $ / shares | Mar. 20, 2023 USD ($) $ / shares shares | Mar. 20, 2023 USD ($) $ / shares | Mar. 20, 2023 USD ($) t $ / shares | Mar. 20, 2023 USD ($) oz $ / shares | Mar. 20, 2023 USD ($) T $ / shares | Mar. 10, 2023 USD ($) item $ / shares shares | Feb. 28, 2023 USD ($) facility item | Sep. 16, 2021 USD ($) | Sep. 03, 2021 USD ($) shares | Aug. 02, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) item $ / shares shares | |
CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Maximum number of demands for registration of securities | item | 3 | 3 | |||||||||||||
Underwriter cash discount | $ 5,302,956 | ||||||||||||||
Deferred underwriting discount percentage | 2% | 2% | |||||||||||||
Amount of facility | $ 205,000,000 | ||||||||||||||
Number of shares issued | shares | 1,500,000 | ||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||||||
Upfront cash deposit | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||
Increase in upfront cash deposit | 15,000,000 | ||||||||||||||
Percent of payable silver | 100% | ||||||||||||||
Percent of produced silver at the CSA Mine | 90% | ||||||||||||||
Percent of refined silver price for each ounce | 4% | ||||||||||||||
Percentage of issued share capital in ROFR | 5% | ||||||||||||||
Aggregate purchase price | $ 15,000,000 | $ 25,000 | |||||||||||||
Deferred underwriting discount | 9,280,173 | ||||||||||||||
Threshold Quantity of Refined Copper delivered to the Purchaser | 33,000 | 33,000 | |||||||||||||
Period of achievement | 10 days | ||||||||||||||
Ounce to be quoted on silver price | t | 25.50 | ||||||||||||||
ROFR term | 7 years | ||||||||||||||
Payments to related parties | 150,000 | ||||||||||||||
New MAC Ordinary Shares | New MAC Financing Warrants | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Minimum number of times the exercise price for twenty consecutive trading days based on which acceleration of exercise date of warrants is determined | item | 2 | ||||||||||||||
Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Upfront cash deposit | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||
Increase in upfront cash deposit | 15,000,000 | ||||||||||||||
Percent of payable silver | 100% | ||||||||||||||
Percent of produced silver at the CSA Mine | 90% | ||||||||||||||
Percent of refined silver price for each ounce | 4% | ||||||||||||||
Percentage of issued share capital in ROFR | 5% | ||||||||||||||
Ounce to be quoted on silver price | oz | 25.50 | ||||||||||||||
ROFR term | 7 years | ||||||||||||||
Revolving Credit Facility [Member] | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Maturity term (in years) | 3 years | ||||||||||||||
Minimum | Facility C | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Issuance fee (in percent) | 2% | ||||||||||||||
Minimum | Facility C | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Issuance fee (in percent) | 2% | ||||||||||||||
Maximum [Member] | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 75,000,000 | ||||||||||||||
Maximum [Member] | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 75,000,000 | ||||||||||||||
Maximum [Member] | Facility C | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Issuance fee (in percent) | 3% | ||||||||||||||
Glencore Deed of Consent | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Deferred fees | 4,530,101 | $ 2,995,087 | |||||||||||||
Glencore Deed of Consent | Glencore | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Deferred fees | 0 | 2,995,087 | |||||||||||||
Silver Stream Equity Subscription Agreement | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Aggregate ordinary shares | shares | 1,500,000 | ||||||||||||||
Aggregate purchase price | $ 15,000,000 | ||||||||||||||
Purchase price (In per share) | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||
Silver Stream Equity Subscription Agreement | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Aggregate ordinary shares | shares | 1,500,000 | ||||||||||||||
Purchase price (In per share) | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||
Syndicated facility agreement | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Number of Credit Facilities | item | 3 | ||||||||||||||
Additional interest rate on overdue payments (in percent) | 2% | ||||||||||||||
Syndicated facility agreement | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Number of Credit Facilities | facility | 3 | ||||||||||||||
Additional interest rate on overdue payments (in percent) | 2% | ||||||||||||||
Syndicated facility agreement | Facility A | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 205,000,000 | ||||||||||||||
Syndicated facility agreement | Facility A | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Debt Service Cover Ratio | 1.50 | ||||||||||||||
Percentage of excess cash to be applied for repayment | 30% | ||||||||||||||
Maturity term (in years) | 5 years | ||||||||||||||
Variable margin | 3% | ||||||||||||||
Syndicated facility agreement | Facility A | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 205,000,000 | ||||||||||||||
Debt Service Cover Ratio | 1.50 | ||||||||||||||
Percentage of excess cash to be applied for repayment | 30% | ||||||||||||||
Maturity term (in years) | 5 years | ||||||||||||||
Variable margin | 3% | ||||||||||||||
Syndicated facility agreement | Revolving Credit Facility [Member] | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 25,000,000 | ||||||||||||||
Variable margin | 0.03% | ||||||||||||||
Syndicated facility agreement | Revolving Credit Facility [Member] | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 25,000,000 | ||||||||||||||
Maturity term (in years) | 3 years | ||||||||||||||
Variable margin | 3% | ||||||||||||||
Syndicated facility agreement | Facility C | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 40,000,000 | ||||||||||||||
Syndicated facility agreement | Facility C | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 40,000,000 | ||||||||||||||
Syndicated facility agreement | Maximum [Member] | Facility C | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Issuance fee (in percent) | 3% | ||||||||||||||
Mezz Facility | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Maturity term (in years) | 5 years | ||||||||||||||
Variable margin | 2% | ||||||||||||||
Mezzanine loan facility | $ 135,000,000 | ||||||||||||||
Mezz Facility | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Maturity term (in years) | 5 years | ||||||||||||||
Variable margin | 2% | ||||||||||||||
Mezzanine loan facility | $ 135,000,000 | ||||||||||||||
Copper Purchase Agreement | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||
One-time payment | 40,000,000 | ||||||||||||||
Percentage of cash settlement price | 4% | ||||||||||||||
Notoce period for drawing the deposit (in days), prior to the closing of the Business Combination | 10 days | ||||||||||||||
Percentage of Payable Copper to determine amount to be transferred | 96.20% | ||||||||||||||
Payments to related parties | 20,000,000 | ||||||||||||||
Copper Purchase Agreement | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Amount of facility | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||
One-time payment | 40,000,000 | ||||||||||||||
Percentage of cash settlement price | 4% | ||||||||||||||
Percentage of Payable Copper to determine amount to be transferred | 96.20% | ||||||||||||||
Payments to related parties | $ 20,000,000 | ||||||||||||||
Copper Purchase Agreement | Minimum | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Notoce period for drawing the deposit (in days), prior to the closing of the Business Combination | 10 days | ||||||||||||||
Copper Purchase Agreement | Maximum [Member] | Revolving Credit Facility [Member] | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Aggregate purchase price | 25,000,000 | ||||||||||||||
Copper Purchase Agreement | Maximum [Member] | Revolving Credit Facility [Member] | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Aggregate purchase price | $ 25,000,000 | ||||||||||||||
Copper Stream Equity Subscription Agreement | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Purchase price (In per share) | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||
Copper Stream Equity Subscription Agreement | New MAC Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Aggregate ordinary shares | shares | 2,500,000 | ||||||||||||||
Aggregate purchase price | $ 25,000,000 | ||||||||||||||
Copper Stream Equity Subscription Agreement | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Aggregate ordinary shares | shares | 2,500,000 | ||||||||||||||
Purchase price (In per share) | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||
Debt instrument, aggregate price | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | ||||||||
Equity Subscription Agreement [Member] | New MAC Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Exercise price of warrants | $ / shares | $ 12.50 | ||||||||||||||
Aggregate purchase price | $ 15,000,000 | ||||||||||||||
Equity Subscription Agreement [Member] | New MAC Ordinary Shares | New MAC Financing Warrants | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Warrants issued upon conversion of notes | shares | 3,187,500 | ||||||||||||||
Threshold consecutive trading days based on which Acceleration of exercise date of warrants is determined | 20 days | ||||||||||||||
Number of shares per warrant | shares | 1 | ||||||||||||||
Equity Subscription Agreement [Member] | Subsequent Event | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Number of shares issued | shares | 1,500,000 | ||||||||||||||
Equity Subscription Agreement [Member] | Subsequent Event | New MAC Ordinary Shares | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||||||||
Equity Subscription Agreement [Member] | Subsequent Event | New MAC Ordinary Shares | New MAC Financing Warrants | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Warrants issued upon conversion of notes | shares | 3,187,500 | ||||||||||||||
Exercise price of warrants | $ / shares | $ 12.50 | ||||||||||||||
Minimum number of times the exercise price for twenty consecutive trading days based on which acceleration of exercise date of warrants is determined | item | 2 | ||||||||||||||
Threshold consecutive trading days based on which Acceleration of exercise date of warrants is determined | 20 days | ||||||||||||||
Number of shares per warrant | shares | 1 | ||||||||||||||
IPO | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Number of units sold | shares | 25,000,000 | ||||||||||||||
Cash underwriting fees | $ 5,302,956 | 5,302,956 | |||||||||||||
Underwriter cash discount | $ 5,302,956 | ||||||||||||||
Deferred underwriting discount percentage | 3.50% | ||||||||||||||
Proceeds from issuance initial public offering | $ 250,000,000 | ||||||||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||||||||
Deferred underwriting discount | $ 9,280,173 | $ 9,280,173 | $ 9,280,173 | ||||||||||||
Over-allotment option | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Underwriters option period | 45 days | 45 days | |||||||||||||
Number of units sold | shares | 1,514,780 | 3,750,000 | 3,750,000 | 3,750,000 | |||||||||||
Proceeds from issuance of units | $ 15,147,800 | ||||||||||||||
Cash underwriting fees | 302,956 | ||||||||||||||
Deferred underwriting discount percentage | 3.50% | ||||||||||||||
Proceeds from issuance initial public offering | $ 9,280,173 | ||||||||||||||
Deferred underwriting discount | $ 530,173 | ||||||||||||||
Legal Services Agreement | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Accrued fees | $ 4,168,087 | 517,611 | $ 3,373,124 | ||||||||||||
Tax Planning Services Agreement | CIK0001853021 Metals Acquisition Corp [Member] | |||||||||||||||
Deferred Liabilities, Commitments and Contingencies | |||||||||||||||
Deferred fees | $ 662,562 | $ 0 | $ 544,119 |
Deferred Liabilities, Commitm_9
Deferred Liabilities, Commitments and Contingencies - Loan Note Subscription Agreement - Mezzanine Debt Facility and Equity Subscription Agreement (Details) - Mezz Facility - CIK0001853021 Metals Acquisition Corp [Member] | Mar. 10, 2023 |
Less than $3.40/lb | |
Deferred Liabilities, Commitments and Contingencies | |
Percentage of interest payments capitalized to the principal | 0.1200 |
>$3.40/lb to $3.85/lb | |
Deferred Liabilities, Commitments and Contingencies | |
Percentage of interest payments capitalized to the principal | 0.1000 |
>$3.85/lb | |
Deferred Liabilities, Commitments and Contingencies | |
Percentage of interest payments capitalized to the principal | 0.0800 |
Deferred Liabilities, Commit_10
Deferred Liabilities, Commitments and Contingencies - Proportions of total Payable Copper (Details) - Mar. 20, 2023 - CIK0001853021 Metals Acquisition Corp [Member] | Total | t | T |
Deferred Liabilities, Commitments and Contingencies | |||
Threshold Quantity of Refined Copper delivered to the Purchaser | 33,000 | 33,000 | |
Redemptions Backstop Facility | |||
Deferred Liabilities, Commitments and Contingencies | |||
1st Anniversary of the Closing Date to 5th Anniversary | 3% | ||
5th Anniversary until 33,000 metric tonnes of Refined Copper delivered to the Purchaser (the "Threshold Quantity") | 4.875% | ||
Thereafter from the date that the Threshold Quantity has been met | 2.25% | ||
Redemptions Backstop Facility | Subsequent Event | |||
Deferred Liabilities, Commitments and Contingencies | |||
Closing to 1st Anniversary of the Closing Date | 0% | ||
1st Anniversary of the Closing Date to 5th Anniversary | 3% | ||
5th Anniversary until 33,000 metric tonnes of Refined Copper delivered to the Purchaser (the "Threshold Quantity") | 4.875% | ||
Thereafter from the date that the Threshold Quantity has been met | 2.25% |
Shareholders' Deficit - Prefe_2
Shareholders' Deficit - Preference Shares (Details) - CIK0001853021 Metals Acquisition Corp [Member] - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preference shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preference shares, shares issued | 0 | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 | 0 |
Shareholders' Deficit - Commo_2
Shareholders' Deficit - Common Stock Shares (Details) - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Mar. 10, 2023 | Sep. 16, 2021 | Sep. 03, 2021 | Mar. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 09, 2023 | Aug. 02, 2021 | |
Shareholders' Deficit | ||||||||||
Number of shares issued | 1,500,000 | |||||||||
Aggregate purchase price | $ 15,000,000 | $ 25,000 | ||||||||
Voting rights of common stock | one | |||||||||
Sponsor | ||||||||||
Shareholders' Deficit | ||||||||||
Pursuant to anchor investment | 1,272,500 | 1,272,500 | ||||||||
Share price trigger used to measure dilution of warrants | $ 0.003 | $ 0.003 | ||||||||
Over-allotment option | ||||||||||
Shareholders' Deficit | ||||||||||
Number of shares forfeited | 558,805 | |||||||||
Class A Ordinary Shares | ||||||||||
Shareholders' Deficit | ||||||||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 0 | 0 | ||||||||
Common shares, shares outstanding (in shares) | 0 | 0 | ||||||||
Threshold conversion ratio of stock | 20% | 20% | ||||||||
Class A ordinary shares subject to redemption | ||||||||||
Shareholders' Deficit | ||||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 26,514,780 | 26,514,780 | 26,514,780 | 26,514,780 | ||||||
Class A ordinary shares not subject to redemption | ||||||||||
Shareholders' Deficit | ||||||||||
Common shares, shares issued (in shares) | 0 | 0 | 0 | |||||||
Common shares, shares outstanding (in shares) | 0 | 0 | 0 | |||||||
Class B Ordinary Shares | ||||||||||
Shareholders' Deficit | ||||||||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common shares, shares issued (in shares) | 6,628,695 | 6,628,695 | 6,628,695 | 6,628,695 | ||||||
Common shares, shares outstanding (in shares) | 6,628,695 | 6,628,695 | 6,628,695 | |||||||
Number of shares issued | 7,187,500 | |||||||||
Voting rights of common stock | one | |||||||||
Class B Ordinary Shares | Sponsor | ||||||||||
Shareholders' Deficit | ||||||||||
Common shares, par value (in dollars per share) | $ 0.004 | $ 0.004 | $ 0.004 | $ 0.004 | ||||||
Common shares, shares issued (in shares) | 6,628,695 | 6,628,695 | 6,628,695 | 6,628,695 | ||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | $ 25,000 | |||||||
Class B Ordinary Shares | Over-allotment option | ||||||||||
Shareholders' Deficit | ||||||||||
Shares subject to forfeiture | 937,500 | |||||||||
Number of shares forfeited | 558,805 |
Subsequent Events (Details)_2
Subsequent Events (Details) - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||
Mar. 10, 2023 | Jan. 09, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | May 24, 2022 | May 06, 2022 | Mar. 31, 2022 | Mar. 17, 2022 | Sep. 03, 2021 | Aug. 02, 2021 | |
Subsequent Event | |||||||||||
Aggregate purchase price | $ 15,000,000 | $ 25,000 | |||||||||
Amount borrowed | $ 701,400 | $ 786,096 | |||||||||
Share Sale Agreement | |||||||||||
Subsequent Event | |||||||||||
Ordinary shares, par value | $ 0.0001 | ||||||||||
Common Class A [Member] | |||||||||||
Subsequent Event | |||||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Exercise price of warrant | $ 11.50 | $ 11.50 | 11.50 | ||||||||
Warrants issued upon conversion of notes | 14,373,564 | 14,373,564 | |||||||||
Private Placement Warrants | Common Class A [Member] | |||||||||||
Subsequent Event | |||||||||||
Price of warrant | $ 11.50 | ||||||||||
Number of shares per warrant | 1 | ||||||||||
Private Placement Warrants | Sponsor | |||||||||||
Subsequent Event | |||||||||||
Number of shares per warrant | 1 | ||||||||||
Exercise price of warrant | $ 11.50 | ||||||||||
2023 Sponsor Convertible Note | Common Class A [Member] | |||||||||||
Subsequent Event | |||||||||||
Number of shares per warrant | 1 | ||||||||||
Exercise price of warrant | $ 11.50 | ||||||||||
2023 Sponsor Convertible Note | Sponsor | |||||||||||
Subsequent Event | |||||||||||
Amount borrowed | $ 300,000 | ||||||||||
Maximum note value converted into warrants | $ 300,000 | ||||||||||
2023 Sponsor Convertible Note | Sponsor | Common Class A [Member] | |||||||||||
Subsequent Event | |||||||||||
Price of warrant | $ 1.50 | ||||||||||
2023 Sponsor Convertible Note | Private Placement Warrants | Sponsor | |||||||||||
Subsequent Event | |||||||||||
Conversion of convertible note into warrants | $ 300,000 | ||||||||||
Warrants issued upon conversion of notes | 200,000 | ||||||||||
Subsequent Event | 2023 Sponsor Convertible Note | Common Class A [Member] | |||||||||||
Subsequent Event | |||||||||||
Number of shares per warrant | 1 | ||||||||||
Exercise price of warrant | $ 11.50 | ||||||||||
Subsequent Event | 2023 Sponsor Convertible Note | Sponsor | |||||||||||
Subsequent Event | |||||||||||
Amount borrowed | $ 300,000 | ||||||||||
Maximum note value converted into warrants | $ 300,000 | ||||||||||
Subsequent Event | 2023 Sponsor Convertible Note | Sponsor | Common Class A [Member] | |||||||||||
Subsequent Event | |||||||||||
Price of warrant | $ 1.50 | ||||||||||
Subsequent Event | 2023 Sponsor Convertible Note | Private Placement Warrants | Sponsor | |||||||||||
Subsequent Event | |||||||||||
Conversion of convertible note into warrants | $ 300,000 | ||||||||||
Warrants issued upon conversion of notes | 200,000 |
Subsequent Events - Working Cap
Subsequent Events - Working Capital Loans - Senior Syndicated Facility Agreement (Details) | Feb. 28, 2023 USD ($) facility item | Mar. 31, 2023 USD ($) | Mar. 10, 2023 USD ($) |
CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Amount of facility | $ 205,000,000 | ||
Maximum | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Amount of facility | $ 75,000,000 | ||
Revolving Credit Facility [Member] | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Maturity term (in years) | 3 years | ||
Facility C | Minimum [Member] | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Issuance fee (in percent) | 2% | ||
Facility C | Maximum | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Issuance fee (in percent) | 3% | ||
Syndicated Facility Agreement [Member] | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Number of Credit Facilities | item | 3 | ||
Additional interest rate on overdue payments (in percent) | 2% | ||
Syndicated Facility Agreement [Member] | Facility A | |||
Subsequent Event | |||
Amount of facility | $ 205,000,000 | ||
Syndicated Facility Agreement [Member] | Facility A | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Debt Service Cover Ratio | 1.50 | ||
Percentage of excess cash to be applied for repayment | 30% | ||
Maturity term (in years) | 5 years | ||
Variable margin | 3% | ||
Syndicated Facility Agreement [Member] | Revolving Credit Facility [Member] | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Amount of facility | $ 25,000,000 | ||
Variable margin | 0.03% | ||
Syndicated Facility Agreement [Member] | Facility C | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Amount of facility | $ 40,000,000 | ||
Subsequent Event | Maximum | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Amount of facility | $ 75,000,000 | ||
Subsequent Event | Facility C | Minimum [Member] | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Issuance fee (in percent) | 2% | ||
Subsequent Event | Syndicated Facility Agreement [Member] | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Number of Credit Facilities | facility | 3 | ||
Additional interest rate on overdue payments (in percent) | 2% | ||
Subsequent Event | Syndicated Facility Agreement [Member] | Facility A | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Amount of facility | $ 205,000,000 | ||
Debt Service Cover Ratio | 1.50 | ||
Percentage of excess cash to be applied for repayment | 30% | ||
Maturity term (in years) | 5 years | ||
Variable margin | 3% | ||
Subsequent Event | Syndicated Facility Agreement [Member] | Revolving Credit Facility [Member] | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Amount of facility | $ 25,000,000 | ||
Maturity term (in years) | 3 years | ||
Variable margin | 3% | ||
Subsequent Event | Syndicated Facility Agreement [Member] | Facility C | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Amount of facility | $ 40,000,000 | ||
Subsequent Event | Syndicated Facility Agreement [Member] | Facility C | Maximum | CIK0001853021 Metals Acquisition Corp [Member] | |||
Subsequent Event | |||
Issuance fee (in percent) | 3% |
Subsequent Events - loan Note S
Subsequent Events - loan Note Subscription Agreement - Mezzanine Debt Facility and Equity Subscription Agreement (Details) - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | 1 Months Ended | 10 Months Ended | ||||
Apr. 14, 2023 | Mar. 10, 2023 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event | ||||||
Aggregate purchase price | $ 15,000,000 | $ 25,000 | ||||
Number of shares issued | 1,500,000 | |||||
Purchase price | $ 10 | $ 10 | $ 10 | |||
Common Class B | ||||||
Subsequent Event | ||||||
Number of shares issued | 7,187,500 | |||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Subsequent Event | Private Placement | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 113,625,060 | |||||
Purchase price | $ 10 | |||||
Subsequent Event | Founder shares | Common Class B | ||||||
Subsequent Event | ||||||
Number of shares issued | 517,500 | |||||
Subsequent Event | Subscription Agreements | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 113,625,060 | |||||
Number of shares issued | 11,362,506 | |||||
Common shares, par value (in dollars per share) | $ 0.0001 | |||||
Purchase price | $ 10 | |||||
Aggregate number of shares agreed to transfer | 11,362,506 | |||||
Subsequent Event | Subscription Agreements | Private Placement | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 113,625,060 | |||||
Number of shares issued | 11,362,506 | |||||
Common shares, par value (in dollars per share) | $ 0.0001 | |||||
Purchase price | $ 10 | |||||
Subsequent Event | Subscription Agreements | Chief Executive Officer | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 1,500,000 | |||||
Subsequent Event | Subscription Agreements | Chief Financial Officer | ||||||
Subsequent Event | ||||||
Aggregate purchase price | 250,000 | |||||
Subsequent Event | Subscription Agreements | Director | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 50,000 | |||||
Subsequent Event | Subscription Agreements | Founder shares | Green Mountain Metals, LLC | ||||||
Subsequent Event | ||||||
Aggregate number of shares agreed to transfer | 517,500 | |||||
Subsequent Event | Subscription Agreements | Founder shares | Chief Executive Officer | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 250,000 | |||||
Subsequent Event | Subscription Agreements | Founder shares | Chief Financial Officer | ||||||
Subsequent Event | ||||||
Aggregate purchase price | 1,500,000 | |||||
Subsequent Event | Subscription Agreements | Founder shares | Director | ||||||
Subsequent Event | ||||||
Aggregate purchase price | $ 50,000 | |||||
Subsequent Event | Mezz Facility | Less than $3.40/lb | ||||||
Subsequent Event | ||||||
Percentage of interest payments capitalized to the principal | 12% | |||||
Subsequent Event | Mezz Facility | >$3.40/lb to $3.85/lb | ||||||
Subsequent Event | ||||||
Percentage of interest payments capitalized to the principal | 10% | |||||
Subsequent Event | Mezz Facility | >$3.85/lb | ||||||
Subsequent Event | ||||||
Percentage of interest payments capitalized to the principal | 8% |
Subsequent Events - Redemptions
Subsequent Events - Redemptions Backstop Facility (Details) - CIK0001853021 Metals Acquisition Corp [Member] - USD ($) | 3 Months Ended | 10 Months Ended | |||
Mar. 20, 2023 | Mar. 10, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Feb. 28, 2023 | |
Subsequent Event | |||||
Amount of facility | $ 205,000,000 | ||||
Aggregate purchase price | $ 15,000,000 | $ 25,000 | |||
Payments to related parties | $ 150,000 | ||||
Maximum [Member] | |||||
Subsequent Event | |||||
Amount of facility | $ 75,000,000 | ||||
Maximum [Member] | Subsequent Event | |||||
Subsequent Event | |||||
Amount of facility | 75,000,000 | ||||
Copper Purchase Agreement | |||||
Subsequent Event | |||||
Amount of facility | $ 75,000,000 | ||||
Notoce period for drawing the deposit (in days), prior to the closing of the Business Combination | 10 days | ||||
Percentage of Payable Copper to determine amount to be transferred | 96.20% | ||||
Percentage of cash settlement price | 4% | ||||
One-time payment | $ 40,000,000 | ||||
Payments to related parties | 20,000,000 | ||||
Copper Purchase Agreement | Subsequent Event | |||||
Subsequent Event | |||||
Amount of facility | $ 75,000,000 | ||||
Percentage of Payable Copper to determine amount to be transferred | 96.20% | ||||
Percentage of cash settlement price | 4% | ||||
One-time payment | $ 40,000,000 | ||||
Payments to related parties | $ 20,000,000 | ||||
Copper Purchase Agreement | Maximum [Member] | Redemptions Backstop Facility | |||||
Subsequent Event | |||||
Aggregate purchase price | $ 25,000,000 | ||||
Copper Purchase Agreement | Maximum [Member] | Redemptions Backstop Facility | Subsequent Event | |||||
Subsequent Event | |||||
Aggregate purchase price | $ 25,000,000 | ||||
Copper Purchase Agreement | Minimum | Subsequent Event | |||||
Subsequent Event | |||||
Notoce period for drawing the deposit (in days), prior to the closing of the Business Combination | 10 days | ||||
Copper Stream Equity Subscription Agreement | |||||
Subsequent Event | |||||
Purchase price (In per share) | $ 10 | ||||
Copper Stream Equity Subscription Agreement | Subsequent Event | |||||
Subsequent Event | |||||
Aggregate ordinary shares | 2,500,000 | ||||
Purchase price (In per share) | $ 10 | ||||
Aggregate purchase price | $ 25,000,000 | ||||
Silver Stream Equity Subscription Agreement | |||||
Subsequent Event | |||||
Aggregate purchase price | $ 15,000,000 | ||||
Aggregate ordinary shares | 1,500,000 | ||||
Purchase price (In per share) | $ 10 | ||||
Silver Stream Equity Subscription Agreement | Subsequent Event | |||||
Subsequent Event | |||||
Aggregate ordinary shares | 1,500,000 | ||||
Purchase price (In per share) | $ 10 |
Subsequent Events - Silver Purc
Subsequent Events - Silver Purchase Agreement, Silver Stream Equity Subscription, Redemptions Backstop Facility (Details) - CIK0001853021 Metals Acquisition Corp [Member] | Mar. 20, 2023 USD ($) oz t |
Subsequent Event | |
Upfront cash deposit | $ 75,000,000 |
Increase in upfront cash deposit | $ 15,000,000 |
Period of achievement | 10 days |
Percent of payable silver | 100% |
Percent of produced silver at the CSA Mine | 90% |
Ounce to be quoted on silver price | t | 25.50 |
Percent of refined silver price for each ounce | 4% |
ROFR term | 7 years |
Percentage of issued share capital in ROFR | 5% |
Subsequent Event [Member] | |
Subsequent Event | |
Upfront cash deposit | $ 75,000,000 |
Increase in upfront cash deposit | $ 15,000,000 |
Percent of payable silver | 100% |
Percent of produced silver at the CSA Mine | 90% |
Ounce to be quoted on silver price | oz | 25.50 |
Percent of refined silver price for each ounce | 4% |
ROFR term | 7 years |
Percentage of issued share capital in ROFR | 5% |
Subsequent Events - Proportions
Subsequent Events - Proportions of total Payable Copper (Details) - Mar. 20, 2023 - CIK0001853021 Metals Acquisition Corp [Member] | Total | t | T |
Subsequent Event | |||
Threshold Quantity of Refined Copper delivered to the Purchaser | 33,000 | 33,000 | |
Redemptions Backstop Facility | |||
Subsequent Event | |||
1st Anniversary of the Closing Date to 5th Anniversary | 3% | ||
5th Anniversary until 33,000 metric tonnes of Refined Copper delivered to the Purchaser (the "Threshold Quantity") | 4.875% | ||
Thereafter from the date that the Threshold Quantity has been met | 2.25% | ||
Redemptions Backstop Facility | Subsequent Event | |||
Subsequent Event | |||
Closing to 1st Anniversary of the Closing Date | 0% | ||
1st Anniversary of the Closing Date to 5th Anniversary | 3% | ||
5th Anniversary until 33,000 metric tonnes of Refined Copper delivered to the Purchaser (the "Threshold Quantity") | 4.875% | ||
Thereafter from the date that the Threshold Quantity has been met | 2.25% |
UNAUDITED INTERIM CONDENSED STA
UNAUDITED INTERIM CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME - USD ($) $ / shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||||
Revenue from related party | $ 65,227 | $ 76,516 | $ 219,705 | $ 273,380 | $ 202,183 |
Cost of goods sold | (51,749) | (44,558) | (189,496) | (190,150) | (181,093) |
Gross profit | 13,478 | 31,958 | 30,209 | 83,230 | 21,090 |
Distribution and selling expenses | (3,275) | (4,778) | (17,246) | (15,195) | (12,846) |
Administrative expenses | (299) | (246) | (1,230) | (1,473) | (3,909) |
Operating profit | 9,904 | 26,934 | 11,733 | 66,562 | 4,335 |
Net foreign exchange (losses)/gains | (672) | (253) | (453) | 401 | (1,647) |
Finance income | 4 | 6 | 3 | 9 | |
Finance costs | (153) | (169) | (930) | (530) | (793) |
Profit before income taxes | 9,083 | 26,512 | 10,356 | 66,436 | 1,904 |
Income tax expense | (3,981) | (12,973) | (15,715) | 100,059 | (31,041) |
Profit for the period | 5,102 | 13,539 | (5,359) | 166,495 | (29,137) |
Other comprehensive income | 0 | 0 | |||
Total comprehensive income | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Earnings per share | |||||
Weighted average number of ordinary shares, Basic | 1 | 1 | 1 | 1 | 1 |
Weighted average number of ordinary shares, Diluted | 1 | 1 | 1 | 1 | 1 |
Basic, Earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Diluted, Earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
INTERIM CONDENSED STATEMENT OF
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 406 | $ 1,316 |
Trade receivables from related parties containing provisional pricing features | 9,052 | |
Other receivables | 1,648 | 3,180 |
Inventories | 21,415 | 23,039 |
Prepaid expenses | 1,962 | 3,422 |
Current assets | 25,431 | 40,009 |
Non-current assets | ||
Property, plant and equipment, net | 423,910 | 422,226 |
Intangible assets, net | 721 | 747 |
Inventories | 334 | 354 |
Prepaid expenses | 56 | 57 |
Other assets | 57 | |
Non-current assets | 425,021 | 423,384 |
Total assets | 450,452 | 463,393 |
Current liabilities | ||
Trade payables | 10,734 | 21,139 |
Trade payables to related parties | 1,720 | 799 |
Other payables | 6,483 | 6,560 |
Lease liabilities | 568 | 848 |
Provisions | 11,870 | 13,790 |
Current liabilities | 31,375 | 43,136 |
Non-current liabilities | ||
Lease liabilities | 67 | 128 |
Provisions | 44,600 | 44,408 |
Deferred tax liabilities | 10,108 | 8,750 |
Non-current liabilities | 54,775 | 53,286 |
Total liabilities | 86,150 | 96,422 |
Net assets | 364,302 | 366,971 |
Equity | ||
Share capital | 0 | |
Retained earnings | 209,606 | 204,504 |
Parent net investment | 154,696 | 162,467 |
Total equity | $ 364,302 | $ 366,971 |
UNAUDITED INTERIM CONDENSED S_2
UNAUDITED INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands | Share capital | Retained earnings | Parent net investment | Total |
As at beginning at Dec. 31, 2019 | $ 72,505 | $ 266,976 | $ 339,481 | |
As at beginning (in shares) at Dec. 31, 2019 | 1 | |||
Profit for the period | (29,137) | (29,137) | ||
Net changes in parent company net investment | 43,022 | 43,022 | ||
As at end at Dec. 31, 2020 | 43,368 | 309,998 | 353,366 | |
As at end (in shares) at Dec. 31, 2020 | 1 | |||
Profit for the period | 166,495 | 166,495 | ||
Net changes in parent company net investment | (174,201) | (174,201) | ||
As at end at Dec. 31, 2021 | 209,863 | 135,797 | 345,660 | |
As at end (in shares) at Dec. 31, 2021 | 1 | |||
Profit for the period | 13,539 | 13,539 | ||
Net changes in parent company net investment | (6,030) | (6,030) | ||
As at end at Mar. 31, 2022 | 223,402 | 129,767 | 353,169 | |
As at end (in shares) at Mar. 31, 2022 | 1 | |||
As at beginning at Dec. 31, 2021 | 209,863 | 135,797 | 345,660 | |
As at beginning (in shares) at Dec. 31, 2021 | 1 | |||
Profit for the period | (5,359) | (5,359) | ||
Net changes in parent company net investment | 26,670 | 26,670 | ||
As at end at Dec. 31, 2022 | 204,504 | 162,467 | 366,971 | |
As at end (in shares) at Dec. 31, 2022 | 1 | |||
Profit for the period | 5,102 | 5,102 | ||
Net changes in parent company net investment | (7,771) | (7,771) | ||
As at end at Mar. 31, 2023 | $ 209,606 | $ 154,696 | $ 364,302 | |
As at end (in shares) at Mar. 31, 2023 | 1 |
UNAUDITED INTERIM CONDENSED S_3
UNAUDITED INTERIM CONDENSED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Operating activities | ||||||||
Profit before income taxes | $ 9,083 | $ 26,512 | $ 10,356 | $ 66,436 | $ 1,904 | |||
Adjustments for: | ||||||||
Depreciation and amortization | 11,721 | 11,950 | 51,529 | 52,321 | 55,433 | |||
Net foreign exchange losses/(gains) | 672 | 253 | 453 | (401) | 1,647 | |||
Finance income | (4) | (6) | (3) | (9) | ||||
Finance costs | 153 | 169 | 930 | 530 | 793 | |||
Movement in provisions | (1,767) | (1,477) | 1,112 | 1,746 | 1,473 | |||
Other non-cash | (547) | (217) | (1,568) | 1,507 | (64) | |||
Adjustments | 19,311 | 37,190 | 62,806 | 122,136 | ||||
Decrease/(increase) in trade receivables from related parties | 9,052 | (1,442) | (6,501) | 6,310 | 351 | |||
Decrease in other receivables | 1,532 | 2,014 | 567 | (961) | (1,922) | |||
Decrease in prepaid expenses | 1,404 | 5,550 | 5,943 | (8,217) | (1,204) | |||
Decrease/(increase) in inventories | 1,644 | (809) | 1,892 | (8,131) | (2,035) | |||
Increase in trade payables to related parties | 921 | 187 | 147 | 652 | (481) | |||
Decrease in trade payables | (1,676) | (41) | 1,141 | 826 | 2,968 | |||
Decrease in other payables | (77) | (855) | (1,895) | (4,808) | (6,191) | |||
Cash generated by operations | 32,111 | 41,794 | 64,100 | 107,807 | 52,663 | |||
Income taxes paid by related party | (1,370) | (10,220) | (8,629) | [1] | (19,461) | [1],[2] | (7,908) | [2] |
Interest received | 4 | 6 | 3 | 9 | ||||
Interest paid | (117) | (125) | (930) | (530) | (793) | |||
Net cash generated by operating activities | 30,628 | 31,448 | 54,547 | 87,819 | 43,971 | |||
Investing activities | ||||||||
Purchase of property, plant, and equipment and intangibles | (22,035) | (19,392) | (66,273) | (32,068) | (55,763) | |||
Net cash used in investing activities | (22,035) | (19,392) | (66,273) | (32,068) | (55,763) | |||
Financing activities | ||||||||
Payment of lease liabilities | (346) | (316) | (1,275) | (781) | (2,718) | |||
Transfers to Parent | (9,027) | (11,049) | 14,275 | (55,158) | 14,310 | |||
Net cash used in financing activities | (9,373) | (11,365) | 13,000 | (55,939) | 11,592 | |||
(Decrease)/increase in cash and cash equivalents | (780) | 691 | 1,274 | (188) | (200) | |||
Cash and cash equivalents at the beginning of the period | 1,316 | 79 | 79 | 110 | 264 | |||
Net foreign exchange difference | (130) | 54 | (37) | 157 | 46 | |||
Cash and cash equivalents at the end of the period | $ 406 | $ 824 | $ 1,316 | $ 79 | $ 110 | |||
[1] The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a related party of the Company, is the head entity. Tax payments from companies within the Glencore Investment tax consolidated group are made by Glencore Investment in accordance with the tax sharing and tax funding agreements entered into by those entities and settled through intercompany loans via parent net investment (see notes 2.15 and 22). The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a related party of the Company, is the head entity. Tax payments from companies within the Glencore Investment tax consolidated group are made by Glencore Investment in accordance with the tax sharing and tax funding agreements entered into by those entities and settled through intercompany loans via parent net investment (see notes 2.16 and 22). |
Corporate information
Corporate information | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Corporate information | |||
Corporate information | 1. Corporate information Cobar Management Pty. Limited (“Cobar” or the “Company”) is a proprietary company incorporated in Australia. Its parent entity is Glencore Operations Australia Pty Limited (“Glencore Operations Australia”). Its ultimate parent entity is Glencore plc (the “Parent”). The unaudited interim condensed financial statements of the Company for the period ended March 31, 2023 were authorized for issue in accordance with a resolution of the Directors on May 19, 2023. Cobar is primarily engaged in the operation of Cornish, Scottish and Australian underground copper mine (“CSA mine”) in Australia. The CSA mine was transferred to the Company on November 29, 2021 as part of the Reorganization (as described below). Prior to November 29, 2021, the Company was the manager and operator of the CSA mine. From January 1, 2019 to November 28, 2021 Acelight Pty Limited (“Acelight”) and Isokind Pty Limited (“Isokind”) owned the assets in the CSA mine in a 40/60 split respectively, pursuant to an unincorporated joint arrangement. Whilst Acelight, Isokind, and Cobar each have a different immediate parent, all of them are indirectly 100% owned and controlled by their ultimate parent entity, Glencore plc, for all periods presented in the financial statements. On November 29, 2021, all assets, tenements and residual interests held by Acelight and Isokind for the operation of the CSA mine were transferred to Cobar (the “Reorganization”). The consideration was settled by related party loans. As this was a transaction between entities under common control, the book value basis of accounting, organized the book values of the Parent, was used to record the assets and liabilities contributed to Cobar. Further, the financial statements report the results of the CSA mine operations as though the transfer of net assets occurred at January 1, 2020. On March 17, 2022, Glencore Operations Australia entered a binding agreement with Metals Acquisition Corp (“MAC”) for the sale and purchase of Cobar. MAC will assume ownership and full operational control of the Company and will enter into an offtake agreement with the Parent for 100% of the copper concentrate produced at the CSA mine in return for consideration of $1.05 billion in cash, $50 million equity stake in MAC and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. On November 22, 2022, Glencore Operations Australia entered a binding deed of amendment with MAC in respect of the March 17, 2022, agreement, for the sale and purchase of Cobar. The deed of amendment provides consent to the re-domiciliation of MAC and amends consideration to $775 million in cash (with the ability to scale up to $875 million cash depending on Private Investment in Public Entity (“PIPE”) demand), up to $100 million equity stake in MAC, $75 million deferred to be paid out of half the proceeds of any future equity raise, $75 million contingent payment payable when copper averages greater than $4.25/lb for 18 continuous months over the life of mine (“LOM”), $75 million contingent payment payable when copper averages greater than $4.50/lb for 24 continuous months over the LOM, and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. The transaction, expected to be completed in 2023, is subject to the approval of MAC’s shareholders and other customary closing conditions, including regulatory approvals. The date of completion was extended to June 1, 2023. | 1. Corporate information Cobar Management Pty Limited (“Cobar” or the “Company”) is a proprietary company incorporated in Australia. Its parent entity is Glencore Operations Australia Pty Limited (“Glencore Operations Australia”). Its ultimate parent entity is Glencore plc (the “Parent”). The financial statements of the Company for the years ended December 31, 2022 and 2021 were authorized for issue in accordance with a resolution of the Directors on March 17, 2023. Cobar is primarily engaged in the operation of Cornish, Scottish and Australian underground copper mine (“CSA mine”) in Australia. CSA mine was transferred to the Company on November 29, 2021 as part of the Reorganization (as described below). Prior to November 29, 2021, the Company was the manager and operator of the CSA mine. From January 1, 2019 to November 28, 2021 Acelight Pty Limited (“Acelight”) and Isokind Pty Limited (“Isokind”) owned the assets in the CSA mine in a 40/60 split respectively, pursuant to an unincorporated joint arrangement. Whilst Acelight, Isokind, and Cobar each have a different immediate parent, all of them are indirectly 100% owned and controlled by their ultimate parent entity, Glencore plc, for all periods presented in the financial statements. On November 29, 2021, all assets, tenements and residual interests held by Acelight and Isokind for the operation of the CSA mine were transferred to Cobar (the “Reorganization”). The consideration was settled by related party loans. As this was a transaction between entities under common control, the book value basis of accounting, utilising the book values of the Parent, was used to record the assets and liabilities contributed to Cobar. Further, the financial statements report the results of the CSA mine operations as though the transfer of net assets occurred at January 1, 2020. On March 17, 2022, Glencore Operations Australia entered a binding agreement with Metals Acquisition Corp (“MAC”) for the sale and purchase of Cobar. MAC will assume ownership and full operational control of the Company and will enter into an offtake agreement with the Parent for 100% of the copper concentrate produced at the CSA mine in return for consideration of $1.05 billion in cash, $50 million equity stake in MAC and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. On November 22, 2022, Glencore Operations Australia entered a binding deed of amendment with MAC in respect of the March 17, 2022, agreement, for the sale and purchase of Cobar. The deed of amendment provides consent to the re-domiciliation of MAC and amends consideration to $775 million in cash (with the ability to scale up to $875 million cash depending on Private Investment in Public Entity (“PIPE”) demand), up to $ 100 million equity stake in MAC, $75 million deferred to be paid out of half the proceeds of any future equity raise, $75 million contingent payment payable when copper averages greater than $4.25/lb for 18 24 | 1. Corporate information Cobar Management Pty Limited (“Cobar” or the “Company”) is a proprietary company incorporated in Australia. Its parent entity, is Glencore Operations Australia Pty Limited (“Glencore Operations Australia”). Its ultimate parent entity is Glencore plc (the “Parent”). The financial statements of the Company for the years ended December 31, 2020 and 2021 were authorised for issue in accordance with a resolution of the Directors on December 23, 2022. Cobar is primarily engaged in the operation of Cornish, Scottish and Australian underground copper mine (“CSA mine”) in Australia. CSA mine was transferred to the Company on November 29, 2021 as part of the Reorganization (as described below). Prior to November 29, 2021, the Company was a shell company with no active trade or business. From January 1, 2019 to November 28, 2021 Acelight Pty Limited (“Acelight”) and Isokind Pty Limited (“Isokind”) owned the assets in the CSA mine in a 40/60 split respectively, pursuant to an unincorporated joint arrangement. Whilst Acelight, Isokind, and Cobar each have a different immediate parent, all of them are indirectly 100% owned and controlled by their ultimate parent entity, Glencore plc, for all periods presented in the financial statements. On November 29, 2021, all assets, tenements and residual interests held by Acelight and Isokind for the operation of the CSA mine were transferred to Cobar (the “Reorganization”). The consideration was settled by related party loans. As this was a transaction between entities under common control, the book value basis of accounting, utilising the book values of the Parent, was used to record the assets and liabilities contributed to Cobar. Further, the financial statements report the results of the CSA mine operations as though the transfer of net assets occurred at the beginning of the period and the comparative financial information has been adjusted accordingly as well. On March 17, 2022, Glencore Operations Australia entered a binding agreement with Metals Acquisition Corp (“MAC”) for the sale and purchase of Cobar. MAC will assume ownership and full operational control of the Company and will enter into an offtake agreement with the Parent for 100% of the copper concentrate produced at the CSA mine in return for consideration of $1.05 billion in cash, $50 million equity stake in MAC and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. On November 22, 2022, Glencore Operations Australia entered a binding deed of amendment with MAC in respect of the March 17, 2022, agreement, for the sale and purchase of Cobar. The deed of amendment provides consent to the re-domiciliation of MAC and amends consideration to $775 million in cash (with the ability to scale up to $875 million cash depending on PIPE demand), up to $100 million equity stake in MAC, $75 million deferred to be paid out of half the proceeds of any future equity raise, $75 million contingent payment payable when copper averages greater than $4.25/lb for 18 continuous months over the life of mine (“LOM”), $75 million contingent payment payable when copper averages greater than $4.50/lb for 24 continuous months over the LOM, and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. The transaction, expected to be completed in 2023, is subject to the approval of MAC’s shareholders and other customary closing conditions, including regulatory approvals. |
Significant accounting polic_13
Significant accounting policies | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant accounting policies | |||
Significant accounting policies | 2. Significant accounting policies 2.1 Basis of preparation The unaudited interim condensed financial statements are general purpose financial statements, which have been prepared in accordance with IAS 34 Interim Financial Reporting The Company’s financial information is presented as financial information using the historical results of operations and the historical bases of assets and liabilities of the Parent. The share of Cobar is owned by, and all operations of Cobar are controlled, by the Parent. The business of the Company is the operation of the CSA mine in New South Wales, Australia. Management of the Company believes assumptions underlying the unaudited interim condensed financial statements are reasonable. However, the unaudited interim condensed financial statements may not be indicative of the interim condensed financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The interim condensed statement of profit or loss and other comprehensive income includes all revenues and costs directly attributable to the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to Cobar based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in Cobar. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 21 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head entity. The unaudited interim condensed financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern Although the Company is in a net current liability position of $5,417, based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the unaudited interim condensed financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these unaudited interim condensed financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, management continue to adopt the going concern basis of accounting in preparing these unaudited interim condensed financial statements. 2.2 Application of new and revised accounting standards These unaudited interim condensed financial statements are prepared using the same accounting policies as applied in the audited 2022 financial statements. The following clarification revision to existing accounting pronouncements became effective as of January 1, 2023 and has been adopted by the Company. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The amendments did not have a material impact on these unaudited interim condensed financial statements. | 2. Significant accounting policies 2.1 Basis of preparation The financial statements are general purpose financial statements, which have been prepared on a stand-alone basis and are derived from Glencore plc’s consolidated financial statements and accounting records in which the Company was consolidated. Glencore plc’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board(“IASB”) and based on Glencore plc’s transition to IFRS which had occurred prior to its initial public offering in 2011. 2. Significant accounting policies (continued) The financial statements include the historical results of operations, financial position and cash flows of the Company for the periods presented and have been prepared in accordance with the IFRS as issued by the IASB. The Company’s financial information is presented using the historical results of operations and the historical bases of assets and liabilities of the Parent. The business of the Company is the operation of the CSA copper mine in New South Wales Australia. Management of the Company believes assumptions underlying the financial statements are reasonable. However, the financial statements may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The statement of profit or loss and other comprehensive income include all revenues and costs directly attributable the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to the Company based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in the Company. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 22 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment, a subsidiary of the Parent, is the head entity. See note 2.15 ‘Income taxes’ for more information. The financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases Inventories Impairment of assets In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. 2. Significant accounting policies (continued) All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern As at December 31, 2022, the Company has a net current liability position of $3,127 thousand and a loss for the year of $5,359 thousand, but net cash generated by operating activities of $54,547 thousand. Based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. 2.2 COVID-19 The Company is aware that COVID-19 has the capacity to adversely affect the future financial performance of the Company in a variety of ways, including: significant COVID-19 specific costs, disruptions to supply chain (including purchasing, production, and transportation) and volatility in the price for copper. Depending on the duration and extent of the impact of COVID-19 and if any of the aforementioned risks materialise, it may become necessary to reassess certain accounting conclusions and disclosures including the valuation of inventories, fair value measurements, the impairment of non-financial assets, adequacy of provisions, expected credit loss assumptions, and the extent of the impact on the results of operations and cash flows. 2.3 Application of new and revised accounting standards Adoption of new and revised standards In the current year, the Company has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (“the IASB”) that are relevant to its operations and effective for the current annual reporting year. The nature and impact of each new standard or amendment is described below: Amendments to IAS 16 — Proceeds before intended use The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The adoption of these amendments have not had a material impact on the Company. New and revised standards not yet effective IFRS Standards and Interpretations that are issued, but are not yet effective, up to the date of issuance of the financial statements, which are applicable to the Company, are disclosed below. The Company will apply these amendments, as applicable, when they become effective. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. 2. Significant accounting policies (continued) Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The Company has assessed the potential impact of the amendments on these financial statements and does not expect a material impact. 2.4 Revenue recognition Revenue is derived principally from the sale of goods and recognized when the performance obligations have been satisfied upon transfer of control of the goods from the Company to the customer. Revenue is measured based on consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue related to the sale of goods is recognized when the product is delivered to the destination specified by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises and the customer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. The sales price is determined on a provisional basis at the date of sale as the final selling price is subject to movements in market prices up to the date of final pricing, normally ranging from 30 to 90 days after initial booking (provisionally priced sales). As the pricing only varies based on future market prices after the performance obligation has been satisfied, this is not considered to be variable consideration. The Company’s right to the consideration is unconditional as only the passage of time is required before payment is due and, therefore, the Company accounts for the receivable under IFRS 9. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. The revenue adjustment mechanism embedded within provisionally priced sales arrangements has the character of a commodity derivative. Accordingly, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognized as an adjustment to revenue. In all cases, fair value is estimated by reference to forward market prices. The principal risks associated with recognition of sales on a provisional basis include commodity price fluctuations between the date the sale is recorded and the date of final settlement. If a significant decline in commodity prices occurs, it is reasonably possible the Company could be required to pay the difference between the provisional price and final selling price. Revenues from the sale of silver, a by-product in the production of copper concentrate, are included within revenue from the sale of concentrate, which includes copper and silver. 2. Significant accounting policies (continued) The Company is responsible for providing certain shipping and insurance services to the customer, which is generally before the date at which the Company has transferred control of the goods. These services are not distinct within the context of the contract, and they are not separately identifiable from other promises within the contract. Accordingly, shipping and insurance services are not considered separate performance obligations and are treated as costs to fulfill the promise to transfer the related products. Any customer payments of shipping and handling costs are recorded within revenue. While the Company’s customer has an option to take deliveries of the goods on Cost and Freight (“CFR”) and Cost, Insurance and Freight (“CIF”) basis, the customer generally opts for Free on Board (“FOB”) based delivery where the Company is responsible for loading the purchased goods onto the ship, and all costs associated up to that point. 2.5 Foreign currency translation The Company’s reporting currency and the functional currency of each of the entities collectively forming the Company is the U.S. dollar as this is assessed to be the principal currency of the economic environment in which it operates. All operating revenue generated by Cobar is in the U.S. dollar and all the funding arrangements through Parent net investment (see note 22) are denominated in the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are converted into the functional currency using the exchange rate prevailing at the transaction date. Monetary assets and liabilities outstanding at year end are converted at year-end rates. The resulting exchange differences are recorded in the statement of profit or loss and other comprehensive income. The average and closing AUD/USD foreign currency exchange rates at 2022 and 2021 are listed below: Average Closing FX rate FX rate 2021 0.7512 0.7272 2022 0.6935 0.6804 2.6 Property, plant and equipment Property, plant and equipment are initially recognized at cost, being the fair value of the consideration given to acquire or construct the asset, including directly attributable costs required to bring the asset to the location or to a condition necessary for operation and the direct cost of dismantling and removing the asset, less accumulated depreciation and any accumulated impairment losses. Property, plant and equipment are depreciated to their estimated residual value over the estimated useful life of the specific asset concerned, or the estimated remaining life of mine (“LOM”), field or lease. Depreciation commences when the asset is available for use. The major categories of property, plant and equipment are depreciated/amortized on a units of production (“UOP”) and/or straight-line basis. Depreciation of property, plant and equipment using UOP method over the LOM is based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). The portion of mineral resources are included in depreciation calculations where they are expected to be classified as mineral reserves based on high degree of confidence that they will be extracted in an economic manner. Assets under construction are included in Plant and equipment and since the assets are not yet available for use, are not depreciated. 2. Significant accounting policies (continued) The estimated useful lives for the current and comparative periods are as follows: Buildings 10 Freehold land Not depreciated Plant and equipment 3 Right-of-use assets 2 Mine development UOP Mine development Mine development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable mineral reserves, including shafts, adits, drifts, ramps, permanent excavations, and infrastructure. Costs incurred before mineral resources are classified as proven and probable reserves are expensed as incurred. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves and such proposed development receives the appropriate approvals. All subsequent development expenditure is similarly capitalized, provided commercial viability conditions continue to be satisfied. Proceeds from the sale of product extracted during the development phase are netted against development expenditure. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. Depreciation for mine development costs is determined using the UOP method based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). Depreciation, depletion and amortization using the UOP method is recorded upon production of finished goods, at which time it is allocated to inventory cost and then included as a component of cost of goods sold. Other assets are depreciated on a straight-line basis over estimated useful lives for the related assets. 2.7 Leases As lessee, the Company assesses whether a contract contains a lease at inception of a contract. The Company recognizes a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements in which it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the future lease payments from the commencement date of the lease. The lease payments are discounted using the asset and company specific incremental borrowing rates. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability, with a corresponding adjustment to the related right-of-use assets, whenever: ● The lease term changes or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● The lease payments change due to the changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; ● A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification. 2. Significant accounting policies (continued) The right-of-use assets are initially recognized in the statement of financial position at cost, which comprises the amount of the initial measurement of the corresponding lease liability, adjusted for any lease payments made at or prior to the commencement date of the lease, any lease incentive received and any initial direct costs incurred, and expected costs for obligations to dismantle and remove right-of-use assets when they are no longer used. Right-of-use assets are recognized within property, plant and equipment in the statement of financial position. Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the right-of-use asset or the end of the lease term. 2.8 Restoration, rehabilitation and decommissioning Restoration, rehabilitation and decommissioning costs arising from the installation of plant and other site preparation work, discounted using a risk free discount rate to their net present value, are provided for and capitalized at the time such an obligation arises. The costs are charged to the statement of profit or loss and other comprehensive income over the life of the operation through depreciation of the asset and the accretion expense of the discount on the provision. Costs for restoration of subsequent site disturbance, which is created on an ongoing basis during production, are provided for at their net present values and charged to the statement of profit or loss and other comprehensive income as extraction progresses. Changes in the estimated timing of the rehabilitation or changes to the estimated future costs are accounted for prospectively by recognizing an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates, provided the reduction in the provision is not greater than the depreciated capitalized cost of the related asset, in which case the capitalized cost is reduced to nil and the remaining adjustment recognized in the statement of profit or loss and other comprehensive income. In the case of closed sites, changes to estimated costs are recognized immediately in the statement of profit or loss and other comprehensive income. 2.9 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization (calculated on a straight- line basis over their useful lives) and accumulated impairment losses, if any. The major categories of intangibles are amortized on a straight-line basis as follows: Licences and software 3 2.10 Impairment or impairment reversals The Company conducts, at least annually, an internal review of asset values which is used as a source of information to assess for any indications of impairment. Formal impairment tests are carried out when events or changes in circumstances indicate the carrying value may not be recoverable. A formal impairment test involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the CGU level. If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the lower amount. 2. Significant accounting policies (continued) For those assets which were impaired in prior periods, if their recoverable amount exceeds their carrying amount, an impairment reversal is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the higher amount to the extent the increased carrying amount does not exceed the carrying value of the asset that would have been determined had no impairment previously been recognized. Goodwill impairments cannot be subsequently reversed. 2.11 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources embodying economic benefits that can be reliably estimated will be required to settle the liability. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). 2.12 Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in- first-out (“FIFO”) or the weighted average method and comprises material costs, labour costs, allocated production related overhead costs and includes treatment and refining cost. Raw materials and consumables are measured using the FIFO method and work in progress inventories using the weighted average method. Financing and storage costs related to inventory are expensed as incurred. 2.13 Financial instruments Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are classified as either financial assets at amortized cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVTPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. Financial assets are initially recognized at fair value on the trade date, including, in the case of instruments not subsequently measured at fair value through profit or loss, directly attributable transaction costs. Trade receivables with no provisional price features and where there is no significant financing component, are initially recognized at their transaction price. Subsequently, other investments, provisionally priced trade receivables and derivatives are carried at fair value and trade receivables that do not contain provisional price features, loans and other receivables are carried at amortized cost. Financial liabilities, other than derivatives and those containing provisional price features, are initially recognized at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortized cost. Financial liabilities that contain provisional pricing features and derivatives are carried at FVTPL. Impairment of financial assets A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The expected credit loss recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. 2. Significant accounting policies (continued) The Company applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime expected loss provision. The expected credit losses on these financial assets is estimated using a provision matrix by reference to past default experience and an equivalent credit rating, adjusted as appropriate for current observable data and forward-looking information. For all other financial assets at amortized cost, the Company recognizes lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition, which is determined by: ● A review of overdue amounts ● Comparing the risk of default at the reporting date and at the date of initial recognition ● An assessment of relevant historical and forward-looking quantitative and qualitative information. For those balances that are beyond 30 days overdue it is presumed to be an indicator of a significant increase in credit risk. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-months expected credit loss, which comprises the expected lifetime loss from the instrument were a default to occur within 12 months of the reporting date. The Company considers an event of default has materialised and the financial asset is credit impaired when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay the Company without taking into account any collateral held by the Company or if the financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Derecognition of financial assets and financial liabilities The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received. The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or have expired. On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognized in profit and loss. On derecognition of equity investments designated and measured at FVTOCI, the cumulative gain or loss recognized in other comprehensive income is reclassified directly to retained earnings. 2. Significant accounting policies (continued) 2.14 Goods and services tax Revenues, expenses and assets are recognized net of the amount of goods and services tax (“GST”), except: ● where the amount of GST incurred is not recoverable from the taxation authority, it is recognized as part of the cost of acquisition of an asset or as part of an item of expense; or ● for receivables and payables which are recognized inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. 2.15 Income tax Tax Consolidation The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment is the head entity. As a result, the Company is subject to income tax through its membership of this tax consolidated group. Entities within the tax consolidated group have entered into a tax funding agreement and a tax sharing agreement with the head entity. The current and deferred tax amounts for the tax consolidated group are allocated to the members of the tax consolidated group (including the Company) using the ‘separate taxpayer within group’ approach. This method requires tax to be calculated for each member with adjustments for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the group or that have a different tax consequence at the level of the group. Accordingly, the Company recognizes an allocation of income taxes in the financial statements as if it calculated and filed a separate income tax return for Cobar, Acelight and Isokind. Deferred taxes are allocated by reference to the carrying amounts in the financial statements of the Company and the tax values applying under tax consolidation. Current tax liabilities arising from this process are accounted for as being assumed by the head entity, as under Australian taxation law the head entity has the legal obligation for (or right to) these amounts. Such amounts are reflected in amounts receivable from or payable to the head entity via Parent net investment, see movement to “Glencore Investment tax loan” in note 22. Income tax consists of current and deferred income taxes. Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Adjustments are made for transactions and events occurring within the tax consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. Deferred tax Deferr | 2. Significant accounting policies 2.1 Basis of preparation The financial statements are general purpose financial statements, which have been prepared on a stand-alone basis and are derived from Glencore plc’s consolidated financial statements and accounting records in which the Company was consolidated. Glencore plc’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board (“IASB”) and based on Glencore plc’s transition to IFRS which had occurred prior to its initial public offering in 2011. The financial statements include the historical results of operations, financial position and cash flows of the Company for the periods presented and have been prepared in accordance with the IFRS as issued by the IASB. The Company’s financial information is presented using the historical results of operations and the historical bases of assets and liabilities of the Parent. The business of the Company is the operation of the CSA copper mine in New South Wales Australia. Management of the Company believes assumptions underlying the financial statements are reasonable. However, the financial statements may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The statement of profit or loss and other comprehensive income include all revenues and costs directly attributable the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to the Company based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in the Company. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 22 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head entity. See note 2.16 ‘Income taxes’ for more information. The financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases Inventories Impairment of assets In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern Based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. 2.2 First time adoption of International Financial Reporting Standards The financial statements, for the year ended December 31, 2020, are the first the Company has prepared in accordance with IFRS. For periods up to and including the year ended December 31, 2019, the Company did not prepare financial statements as the entities that collectively are the Company were each individually members of the Glencore Investment Deed of Cross Guarantee and therefore individually qualify for relief from lodging a financial report with the Australian Security & Investments Commission. The financial statements presented in this report comply with IFRS applicable as at December 31, 2021. In preparing the financial statements, the Company’s opening statement of financial position was prepared as at January 1, 2020, the Company’s date of transition to IFRS. The Company prepared its financial statements in accordance with the recognition and measurement principles of IFRS, the application of IFRS 1 First-time Adoption of International Financial Reporting Standard Exemption applied IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS. The Company has applied the exemption in relation to cumulative translation differences that existed at the date of transition to IFRS. A cumulative translation adjustment of $35,540 thousand existed as a result of the change in presentational currency of Acelight Pty Limited and Isokind Pty Limited from AUD to USD presentational currency in 2014. The Company has applied the exemption under IFRS 1 whereby this cumulative translation difference is deemed to be zero at the date of transition to IFRS. As this is the first financial statements the Company has prepared which are general-purpose financial statements, summarised below is an overview of the significant accounting policies adopted in the preparation and presentation of the financial statements. These accounting policies are consistent with IFRS and other than the exemption noted above no adjustments were taken. The accounting policies set out below have been consistently applied from the date of transition on January 1, 2020. 2.3 COVID-19 The Company is aware that COVID-19 has the capacity to adversely affect the future financial performance of the Company in a variety of ways, including: significant COVID-19 specific costs, disruptions to supply chain (including purchasing, production, and transportation) and volatility in the price for copper. Depending on the duration and extent of the impact of COVID-19 and if any of the aforementioned risks materialise, it may become necessary to reassess certain accounting conclusions and disclosures including the valuation of inventories, fair value measurements, the impairment of non-financial assets, adequacy of provisions, expected credit loss assumptions, and the extent of the impact on the results of operations and cash flows. 2.4 Application of new and revised accounting standards Adoption of new and revised standards As these financial statements are the first prepared for the Company all new and revised Standards and Interpretations issued by the International Accounting Standards Board (“the IASB”) have been adopted. New and revised standards not yet effective IFRS Standards and Interpretations that are issued, but are not yet effective, up to the date of issuance of the financial statements, which are applicable to the Company, are disclosed below. The Company will apply these amendments, as applicable, when they become effective. Annual Improvements 2018-2020 and Other Amendments — effective for year ends beginning on or after January 1, 2022 The amendments clarify certain requirements in: ● IFRS 1 First-time Adoption of International Financial Reporting Standards; ● IFRS 3 Business Combinations; ● IFRS 9 Financial Instruments; ● IFRS 16 Property, Plant and Equipment; and ● IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Amendments to IFRS 16 — Proceeds before intended use — effective for year ends beginning on or after January 1, 2022 The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The Company has assessed the potential impact of the amendment on these financial statements and does not expect a material impact. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The Company is assessing the potential impact of the amendments on these financial statements. 2.5 Revenue recognition Revenue is derived principally from the sale of goods and recognized when the performance obligations have been satisfied upon transfer of control of the goods from the Company to the customer. Revenue is measured based on consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue related to the sale of goods is recognized when the product is delivered to the destination specified by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises and the customer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. The sales price is determined on a provisional basis at the date of sale as the final selling price is subject to movements in market prices up to the date of final pricing, normally ranging from 30 to 90 days after initial booking (provisionally priced sales). As the pricing only varies based on future market prices after the performance obligation has been satisfied, this is not considered to be variable consideration. The Company’s right to the consideration is unconditional as only the passage of time is required before payment is due and, therefore, the Company accounts for the receivable under IFRS 9. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. The revenue adjustment mechanism embedded within provisionally priced sales arrangements has the character of a commodity derivative. Accordingly, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognized as an adjustment to revenue. In all cases, fair value is estimated by reference to forward market prices. The principal risks associated with recognition of sales on a provisional basis include commodity price fluctuations between the date the sale is recorded and the date of final settlement. If a significant decline in commodity prices occurs, it is reasonably possible the Company could be required to pay the difference between the provisional price and final selling price. Revenues from the sale of silver, a by-product in the production of copper concentrate, are included within revenue from the sale of concentrate, which includes copper and silver. The Company is responsible for providing certain shipping and insurance services to the customer, which is generally before the date at which the Company has transferred control of the goods. These services are not distinct within the context of the contract, and they are not separately identifiable from other promises within the contract. Accordingly, shipping and insurance services are not considered separate performance obligations and are treated as costs to fulfill the promise to transfer the related products. Any customer payments of shipping and handling costs are recorded within revenue. While the Company’s customer has an option to take deliveries of the goods on Cost and Freight (“CFR”) and Cost, Insurance and Freight (“CIF”) basis, the customer generally opts for Free on Board (“FOB”) based delivery where the Company is responsible for loading the purchased goods onto the ship, and all costs associated up to that point. 2.6 Foreign currency translation The Company’s reporting currency and the functional currency of each of the entities collectively forming the Company is the U.S. dollar as this is assessed to be the principal currency of the economic environment in which it operates. All operating revenue generated by Cobar is in the U.S. dollar and all the funding arrangements through Parent net investment (see note 22) are denominated in the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are converted into the functional currency using the exchange rate prevailing at the transaction date. Monetary assets and liabilities outstanding at year end are converted at year-end rates. The resulting exchange differences are recorded in the statement of profit or loss and other comprehensive income. The average and closing AUD/USD foreign currency exchange rates at 2020 and 2021 are listed below: Average Closing FX rate FX rate 2020 0.6884 0.7706 2021 0.7512 0.7272 2.7 Property, plant and equipment Property, plant and equipment are initially recognized at cost, being the fair value of the consideration given to acquire or construct the asset, including directly attributable costs required to bring the asset to the location or to a condition necessary for operation and the direct cost of dismantling and removing the asset, less accumulated depreciation and any accumulated impairment losses. Property, plant and equipment are depreciated to their estimated residual value over the estimated useful life of the specific asset concerned, or the estimated remaining life of mine (“LOM”), field or lease. Depreciation commences when the asset is available for use. The major categories of property, plant and equipment are depreciated/amortized on a units of production (“UOP”) and/or straight-line basis. Depreciation of property, plant and equipment using UOP method over the LOM is based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). The portion of mineral resources are included in depreciation calculations where they are expected to be classified as mineral reserves based on high degree of confidence that they will be extracted in an economic manner. Assets under construction are included in Plant and equipment and since the assets are not yet available for use, are not depreciated. The estimated useful lives for the current and comparative periods are as follows: Buildings 10 – 45 years/Straight-line Freehold land Not depreciated Plant and equipment 3 – 30 years/UOP Right-of-use assets 2 – 30 years Mine development UOP Mine development Mine development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable mineral reserves, including shafts, adits, drifts, ramps, permanent excavations, and infrastructure. Costs incurred before mineral resources are classified as proven and probable reserves are expensed as incurred. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves and such proposed development receives the appropriate approvals. All subsequent development expenditure is similarly capitalized, provided commercial viability conditions continue to be satisfied. Proceeds from the sale of product extracted during the development phase are netted against development expenditure. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. Depreciation for mine development costs is determined using the UOP method based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). Depreciation, depletion and amortization using the UOP method is recorded upon production of finished goods, at which time it is allocated to inventory cost and then included as a component of cost of goods sold. Other assets are depreciated on a straight-line basis over estimated useful lives for the related assets. 2.8 Leases As lessee, the Company assesses whether a contract contains a lease at inception of a contract. The Company recognizes a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements in which it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the future lease payments from the commencement date of the lease. The lease payments are discounted using the asset and company specific incremental borrowing rates. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability, with a corresponding adjustment to the related right-of-use assets, whenever: ● The lease term changes or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● The lease payments change due to the changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; ● A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification. The right-of-use assets are initially recognized in the statement of financial position at cost, which comprises the amount of the initial measurement of the corresponding lease liability, adjusted for any lease payments made at or prior to the commencement date of the lease, any lease incentive received and any initial direct costs incurred, and expected costs for obligations to dismantle and remove right-of-use assets when they are no longer used. Right-of-use assets are recognized within property, plant and equipment in the statement of financial position. Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the right-of-use asset or the end of the lease term. 2.9 Restoration, rehabilitation and decommissioning Restoration, rehabilitation and decommissioning costs arising from the installation of plant and other site preparation work, discounted using a risk free discount rate to their net present value, are provided for and capitalized at the time such an obligation arises. The costs are charged to the statement of profit or loss and other comprehensive income over the life of the operation through depreciation of the asset and the accretion expense of the discount on the provision. Costs for restoration of subsequent site disturbance, which is created on an ongoing basis during production, are provided for at their net present values and charged to the statement of profit or loss and other comprehensive income as extraction progresses. Changes in the estimated timing of the rehabilitation or changes to the estimated future costs are accounted for prospectively by recognizing an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates, provided the reduction in the provision is not greater than the depreciated capitalized cost of the related asset, in which case the capitalized cost is reduced to nil and the remaining adjustment recognized in the statement of profit or loss and other comprehensive income. In the case of closed sites, changes to estimated costs are recognized immediately in the statement of profit or loss and other comprehensive income. 2.10 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization (calculated on a straight-line basis over their useful lives) and accumulated impairment losses, if any. The major categories of intangibles are amortized on a straight-line basis as follows: Licences and software 3 – 9 years 2.11 Impairment or impairment reversals The Company conducts, at least annually, an internal review of asset values which is used as a source of information to assess for any indications of impairment. Formal impairment tests are carried out when events or changes in circumstances indicate the carrying value may not be recoverable. A formal impairment test involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the CGU level. If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the lower amount. For those assets which were impaired in prior periods, if their recoverable amount exceeds their carrying amount, an impairment reversal is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the higher amount to the extent the increased carrying amount does not exceed the carrying value of the asset that would have been determined had no impairment previously been recognized. Goodwill impairments cannot be subsequently reversed. 2.12 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources embodying economic benefits that can be reliably estimated will be required to settle the liability. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). 2.13 Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in-first-out (“FIFO”) or the weighted average method and comprises material costs, labour costs, allocated production related overhead costs and includes treatment and refining cost. Raw materials and consumables are measured using the FIFO method and work in progress inventories using the weighted average method. Financing and storage costs related to inventory are expensed as incurred. 2.14 Financial instruments Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are classified as either financial assets at amortized cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVTPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. Financial assets are initially recognized at fair value on the trade date, including, in the case of instruments not subsequently measured at fair value through profit or loss, directly attributable transaction costs. Trade receivables with no provisional price features and where there is no significant financing component, are initially recognized at their transaction price. Subsequently, other investments, provisionally priced trade receivables and derivatives are carried at fair value and trade receivables that do not contain provisional price features, loans and other receivables are carried at amortized cost. Financial liabilities, other than derivatives and those containing provisional price features, are initially recognized at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortized cost. Financial liabilities that contain provisional pricing features and derivatives are carried at FVTPL. Impairment of financial assets A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The expected credit loss recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. The Company applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime expected loss provision. The expected credit losses on these financial assets is estimated using a provision matrix by reference to past default experience and an equivalent credit rating, adjusted as appropriate for current observable data and forward-looking information. For all other financial assets at amortized cost, the Company recognizes lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition, which is determined by: ● A review of overdue amounts ● Comparing the risk of default at the reporting date and at the date of initial recognition ● An assessment of relevant historical and forward-looking quantitative and qualitative information. For those balances that are beyond 30 days overdue it is presumed to be an indicator of a significant increase in credit risk. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-months expected credit loss, which comprises the expected lifetime loss from the instrument were a default to occur within 12 months of the reporting date. The Company considers an event of default has materialised and the financial asset is credit impaired when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay the Company without taking into account any collateral held by the Company or if the financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Derecognition of financial assets and financial liabilities The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received. The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or have expired. On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognized in profit and loss. On derecognition of equity investments designated and measured at FVTOCI, the cumulative gain or loss recognized in other comprehensive income is reclassified directly to retained earnings. 2.15 Goods and services tax Revenues, expenses and assets are recognized net of the amount of goods and services tax (“GST”), except: ● where the amount of GST incurred is not recoverable from the taxation authority, it is recognized as part of the cost of acquisition of an asset or as part of an item of expense; or ● for receivables and payables which are recognized inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. 2.16 Income tax Tax Consolidation The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment is the head entity |
Critical accounting judgments a
Critical accounting judgments and key sources of estimation uncertainty | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Critical accounting judgments and key sources of estimation uncertainty | |||
Critical accounting judgments and key sources of estimation uncertainty | 3. Critical accounting judgments and key sources of estimation uncertainty The critical accounting judgements and key sources of estimation uncertainty for the three months ended March 31, 2023 are the same as those disclosed in the audited December 31, 2022 financial statements, except for income taxes. Income taxes are recognized based on the best estimate of the weighted average annual effective income tax rate expected for the full financial year. | 3. Critical accounting judgments and key sources of estimation uncertainty The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances, independent estimates, quoted market prices and common, industry standard modelling techniques. Actual outcomes could result in a material adjustment to the carrying amount of assets or liabilities affected in future periods. The Company has identified the following areas as being critical to understanding the Company’s financial position as they require management to make complex and/or subjective judgements, estimates and assumptions about matters that are inherently uncertain: Critical accounting judgements In the process of applying the Company’s accounting policies, management has made judgements based on the relevant facts and circumstances including macro-economic circumstances and, where applicable, interpretation of underlying agreements, which have the most significant effect on the amounts recognized in the financial statements. Key sources of estimation uncertainty In the process of applying the Company’s accounting policies, management has made key estimates and assumptions concerning the future and other key sources of estimation uncertainty. The key assumptions and estimates at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year, are described below. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. Restoration, rehabilitation and decommissioning (note 16) A provision for future restoration, rehabilitation and decommissioning costs requires estimates and assumptions to be made around the relevant regulatory framework, the magnitude of the possible disturbance and the timing, extent and costs of the required closure and rehabilitation activities. Most of these rehabilitation and decommissioning events are expected to take place many years in the future and the currently estimated requirements and costs that will have to be met when the restoration event occurs are inherently uncertain and could materially change over time. In calculating the appropriate provision for the expected restoration, rehabilitation or decommissioning obligations, cost estimates of the future potential cash outflows based on current studies of the expected rehabilitation activities and timing thereof, are prepared. These forecasts are then discounted to their present value using a risk free rate specific to the liability and the currency in which they are denominated. Any changes in the expected future costs are initially reflected in both the provision and the asset (included within plant and equipment classification) and subsequently in the statement of profit or loss and other comprehensive income over the remaining economic life of the asset. As the actual future costs can differ from the estimates due to changes in laws, regulations, technology, costs and timing, the provisions including the estimates and assumptions contained therein are reviewed regularly by management. The aggregate effect of changes within 12 months as a result of revisions to cost and timing assumptions is not expected to be material. 3. Critical accounting judgments and key sources of estimation uncertainty (continued) Depreciation based on a UOP basis (note 12) Assets depreciated on a UOP basis rely heavily on estimated production units. In calculating the appropriate production level, management rely on life of mine plans containing production levels and costs. Estimated production units include commercially recoverable reserves (proven and probable reserves) and other mineral resources (measured, indicated and inferred resources) that can be economically and legally extracted from the CSA mine. Other mineral resources have been included in estimated production units (beyond just the proven and probable reserves) when management has sufficient confidence, for the purpose of determining economic life of certain assets, that these resources will be converted into proven and probable reserves. This determination is based on proven historical conversion rates through further drilling and a historical track record of life of mine extensions and replenishment of reserves. The estimation of production units requires significant subjective assumptions that arise from the evaluation of geological, geophysical, engineering and economic data based on the size, depth and shape of an ore body, and requires complex geological assessments to interpret that data. Furthermore, in order to determine the production units, estimates and assumptions are also required about a range of technical and economic factors such as estimates of commodity prices, future capital requirements, quantities, grades, production techniques, recovery and conversion rates, production costs, etc. Therefore, the Company uses both internal and external technical experts to estimate the production units from CSA mine. This data could change over time as a result of numerous factors, including new information gained from development activities, evolving production history and a reassessment of the viability of production under different economic conditions. As such changes in production units may affect the life of mine and depreciation rates thereby impacting the Company’s financial results and financial position for future periods. The estimates and assumptions contained within the life of mine plans are reviewed regularly by management. Any changes in the life of mine plans are reflected in the depreciation rates and subsequent asset book values on a prospective basis. Recognition and measurement of uncertain tax positions (note 9) The Company is subject to taxes with often complex legal and tax regulatory environments. Some estimation is required in determining the accrual for income taxes. The income tax positions taken are considered by the Company to be supportable and are intended to withstand challenge from tax authorities. However, it is acknowledged that some of the positions are uncertain and include interpretations of complex tax laws as well as transfer pricing considerations which could be disputed by tax authorities. The Company judges these positions on their technical merits on a regular basis using all the information available (legislation, case law, regulations, established practice, authoritative doctrine as well as the current state of discussions with tax authorities, where appropriate). A liability is recorded for each item that is not probable of being sustained on examination by the tax authorities, based on all relevant information. The liability is calculated taking into account the most likely outcome or the expected value, depending on which is thought to give a better prediction of the resolution of each uncertain tax position in view of reflecting the likelihood of an adjustment being recognized upon examination. These estimates are based on facts and circumstances existing at the end of the reporting period. The tax liability and income tax expense include expected penalties and late payment interest arising from tax disputes. Where the final income tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current income tax expense and deferred income tax assets and liabilities in the period in which such determination is made. Details of taxation can be found in note 9. | 3. Critical accounting judgments and key sources of estimation uncertainty The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances, independent estimates, quoted market prices and common, industry standard modelling techniques. Actual outcomes could result in a material adjustment to the carrying amount of assets or liabilities affected in future periods. The Company has identified the following areas as being critical to understanding the Company’s financial position as they require management to make complex and/or subjective judgements, estimates and assumptions about matters that are inherently uncertain: Critical accounting judgements In the process of applying the Company’s accounting policies, management has made judgements based on the relevant facts and circumstances including macro-economic circumstances and, where applicable, interpretation of underlying agreements, which have the most significant effect on the amounts recognized in the financial statements. Key sources of estimation uncertainty In the process of applying the Company’s accounting policies, management has made key estimates and assumptions concerning the future and other key sources of estimation uncertainty. The key assumptions and estimates at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year, are described below. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. Restoration, rehabilitation and decommissioning (note 16) A provision for future restoration, rehabilitation and decommissioning costs requires estimates and assumptions to be made around the relevant regulatory framework, the magnitude of the possible disturbance and the timing, extent and costs of the required closure and rehabilitation activities. Most of these rehabilitation and decommissioning events are expected to take place many years in the future and the currently estimated requirements and costs that will have to be met when the restoration event occurs are inherently uncertain and could materially change over time. In calculating the appropriate provision for the expected restoration, rehabilitation or decommissioning obligations, cost estimates of the future potential cash outflows based on current studies of the expected rehabilitation activities and timing thereof, are prepared. These forecasts are then discounted to their present value using a risk free rate specific to the liability and the currency in which they are denominated. Any changes in the expected future costs are initially reflected in both the provision and the asset (included within plant and equipment classification) and subsequently in the statement of profit or loss and other comprehensive income over the remaining economic life of the asset. As the actual future costs can differ from the estimates due to changes in laws, regulations, technology, costs and timing, the provisions including the estimates and assumptions contained therein are reviewed regularly by management. The aggregate effect of changes within 12 months as a result of revisions to cost and timing assumptions is not expected to be material. Depreciation based on a UOP basis (note 12) Assets depreciated on a UOP basis rely heavily on estimated production units. In calculating the appropriate production level, management rely on life of mine plans containing production levels and costs. Estimated production units include commercially recoverable reserves (proven and probable reserves) and other mineral resources (measured, indicated and inferred resources) that can be economically and legally extracted from the CSA mine. Other mineral resources have been included in estimated production units (beyond just the proven and probable reserves) when management has sufficient confidence, for the purpose of determining economic life of certain assets, that these resources will be converted into proven and probable reserves. This determination is based on proven historical conversion rates through further drilling and a historical track record of life of mine extensions and replenishment of reserves. The estimation of production units requires significant subjective assumptions that arise from the evaluation of geological, geophysical, engineering and economic data based on the size, depth and shape of an ore body, and requires complex geological assessments to interpret that data. Furthermore, in order to determine the production units, estimates and assumptions are also required about a range of technical and economic factors such as estimates of commodity prices, future capital requirements, quantities, grades, production techniques, recovery and conversion rates, production costs, etc. Therefore, the Company uses both internal and external technical experts to estimate the production units from CSA mine. This data could change over time as a result of numerous factors, including new information gained from development activities, evolving production history and a reassessment of the viability of production under different economic conditions. As such changes in production units may affect the life of mine and depreciation rates thereby impacting the Company’s financial results and financial position for future periods. The estimates and assumptions contained within the life of mine plans are reviewed regularly by management. Any changes in the life of mine plans are reflected in the depreciation rates and subsequent asset book values on a prospective basis. Recognition and measurement of uncertain tax positions (note 9) The Company is subject to taxes with often complex legal and tax regulatory environments. Some estimation is required in determining the accrual for income taxes. The income tax positions taken are considered by the Company to be supportable and are intended to withstand challenge from tax authorities. However, it is acknowledged that some of the positions are uncertain and include interpretations of complex tax laws as well as transfer pricing considerations which could be disputed by tax authorities. The Company judges these positions on their technical merits on a regular basis using all the information available (legislation, case law, regulations, established practice, authoritative doctrine as well as the current state of discussions with tax authorities, where appropriate). A liability is recorded for each item that is not probable of being sustained on examination by the tax authorities, based on all relevant information. The liability is calculated taking into account the most likely outcome or the expected value, depending on which is thought to give a better prediction of the resolution of each uncertain tax position in view of reflecting the likelihood of an adjustment being recognized upon examination. These estimates are based on facts and circumstances existing at the end of the reporting period. The tax liability and income tax expense include expected penalties and late payment interest arising from tax disputes. Where the final income tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current income tax expense and deferred income tax assets and liabilities in the period in which such determination is made. Details of taxation can be found in note 9. |
Segment information
Segment information | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment information | |||
Segment information | 4. Segment information The chief operating decision maker has been identified as the General Manager for the CSA mine. The General Manager makes decisions with respect to allocation of resources and assesses performance of the Company. The Company is organized and operates in one single business segment focused on the mining and production of copper and silver from the CSA mine. The performance of the Company, being CSA mine operation, is assessed and managed in totality. All sales are made to its single client, Glencore International AG in Switzerland and all assets are held in one geographical location, being the CSA mine site in Australia. Since the Company operates in one segment, all financial information required by “Segment Reporting” such as major customers, and the countries in which the entity holds material assets and reports revenue can be found in the accompanying financial statements. | 4. Segment information The chief operating decision maker has been identified as the General Manager for the CSA mine. The General Manager makes decisions with respect to allocation of resources and assesses performance of the Company. The Company is organised and operates in one single business segment focused on the mining and production of copper and silver from the CSA mine. The performance of the Company, being CSA mine operation, is assessed and managed in totality. All sales are made to its single client Glencore International AG in Switzerland and all assets are held in one geographical location, being the CSA mine site in Australia. Since the Company operates in one segment, all financial information required by “Segment Reporting” such as major customers, and the countries in which the entity holds material assets and reports revenue can be found in the accompanying financial statements. | 4. Segment information The chief operating decision maker has been identified as the General Manager for the CSA mine. The General Manager makes decisions with respect to allocation of resources and assesses performance of the Company. The Company is organised and operates in one single business segment focused on the mining and production of copper and silver from the CSA mine. The performance of the Company, being CSA mine operation, is assessed and managed in totality. All sales are made to its single client Glencore International AG in Switzerland and all assets are held in one geographical location, being the CSA mine site in Australia. Since the Company operates in one segment, all financial information required by “Segment Reporting” such as major customers, and the countries in which the entity holds material assets and reports revenue can be found in the accompanying financial statements. |
Revenue
Revenue | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Revenue | 5. Revenue Three months ended March 31 US$ thousand 2023 2022 Sale of commodities – Copper $ 62,657 $ 73,780 Sale of by product – Silver 2,570 2,736 Total $ 65,227 $ 76,516 Revenue is derived principally from the sale of commodities, recognized once the control of the goods has transferred from the Company to the customer. The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG (refer to note 21 on Related Parties). Products of the Company may be provisionally priced at the date revenue is recognized (note 17). The impact on revenue recognized due to the changes in pricing of copper for the sales provisionally priced as at March 31, 2023 is an increase of $1,098 thousand (March 31, 2022: an increase of $2,155 thousand), accounted for under IFRS 9. Final settlements are recognized within revenue. At March 31, 2023, the Company had 15,458 thousand pounds (March 31, 2022: 25,282 thousand pounds) of provisionally priced copper sales subject to final pricing over the next several months. The average provisional price per pound of these provisionally priced sales subject to final pricing is $2.97 (March 31, 2022, $3.33). | 5. Revenue US$ thousand 2022 2021 Sale of commodities – Copper 211,152 260,673 Sale of by product – Silver 8,553 12,707 Total 219,705 273,380 Revenue is derived principally from the sale of commodities, recognized once the control of the goods has transferred from the Company to the customer. The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG (refer to note 22 on Related Parties). Products of the Company may be provisionally priced at the date revenue is recognized. The impact on revenue recognized due to the changes in pricing of copper for the sales provisionally priced as at December 31, 2022 is a decrease of $760 thousand (2021: increase of $2,441 thousand), accounted for under IFRS 9. Final settlements are recognized within revenue. As at December 31, 2022, the Company had 29,548 thousand pounds of provisionally priced copper sales subject to final pricing over the next several months. The average provisional price per pound of these provisionally priced sales subject to final pricing is $2.75. | 5. Revenue US$thousand 2021 2020 Sale of commodities – Copper 260,673 192,008 Sale of by product – Silver 12,707 10,175 Total 273,380 202,183 Revenue is derived principally from the sale of commodities, recognized once the control of the goods has transferred from the Company to the customer. The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG (refer to note 22 on Related Parties). Products of the Company may be provisionally priced at the date revenue is recognized. The impact on revenue recognized due to the changes in pricing of copper is an increase of $2,441 thousand and decrease of $2,364 thousand for the years ended December 31, 2021 and 2020 respectively, accounted for under IFRS 9. Final settlements are recognized within revenue. At December 31, 2021, the Company had 37,012 thousand pounds of provisionally priced copper sales subject to final pricing over the next several months. The average provisional price per pound of these provisionally priced sales subject to final pricing is $4.34. |
Depreciation and amortization e
Depreciation and amortization expense | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation and amortization expense | |||
Depreciation and amortization expense | 6. Depreciation and amortization expense Three months ended March 31 US$ thousand Notes 2023 2022 Included in cost of goods sold: Depreciation expenses 12 $ (11,696) $ (11,942) Amortization expenses (25) (8) Total $ (11,721) $ (11,950) | 6. Depreciation and amortization expense US$ thousand Notes 2022 2021 Included in cost of goods sold: Depreciation expenses 12 (51,328) (52,262) Amortization expenses (201) (59) Total (51,529) (52,321) | 6. Depreciation and amortization expense US$thousand Notes 2021 2020 Included in cost of goods sold: Depreciation expenses 12 (52,262) (55,433) Amortization expenses (59) — Total (52,321) (55,433) |
Employee benefits expense
Employee benefits expense | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee benefits expense | |||
Employee benefits expense | 7. Employee benefits expense Three months ended March 31 US$ thousand 2023 2022 Included in cost of goods sold: Wages and salaries $ (11,716) $ (11,660) Defined contribution plans (1,574) (1,513) Other employee benefits — (3) Total $ (13,290) $ (13,176) | 7. Employee benefits expense US$ thousand 2022 2021 Included in cost of goods sold: Wages and salaries (44,189) (47,089) Defined contribution plans (4,694) (5,589) Other employee benefits (28) (147) Total (48,911) (52,825) | 7. Employee benefits expense US$thousand 2021 2020 Included in cost of goods sold: Wages and salaries (47,089) (40,973) Defined contribution plans (5,589) (4,305) Other employee benefits (147) (584) Total (52,825) (45,862) |
Finance income and costs
Finance income and costs | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance income and costs | |||
Finance income and costs | 8. Finance income and costs Three months ended March 31 US$ thousand Notes 2023 2022 Finance income Interest income from banks and other third parties $ 4 $ — Total $ 4 $ — Finance costs Interest expense on debts and borrowings (1) — Interest expense on loans from related parties — (4) Interest expense on lease liabilities (11) (21) Total interest expense (12) (25) Accretion expense on rehabilitation provision 16 (141) (144) Total $ (153) $ (169) Finance costs – net $ (149) $ (169) | 8. Finance income and costs US$ thousand Notes 2022 2021 Finance income Interest income from banks and other third parties 6 3 Total 6 3 Finance costs Interest expense on debts and borrowings (12) (3) Interest expense on lease liabilities (67) (62) Total interest expense (79) (65) Accretion expense on rehabilitation provision 16 (851) (465) Total (930) (530) Finance costs – net (924) (527) | 8. Finance income and costs US$thousand Notes 2021 2020 Finance income Interest income from banks and other third parties 3 9 Total 3 9 Finance costs Interest expense on debts and borrowings (3) — Interest expense on lease liabilities (62) (316) Total interest expense (65) (316) Accretion expense on rehabilitation provision 16 (465) (477) Total (530) (793) Finance costs – net (527) (784) |
Income taxes
Income taxes | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | |||
Income taxes | 9. Income taxes Income taxes consist of the following: Three months ended March 31 US$ thousand 2023 2022 Current income tax expense $ (2,621) $ (15,237) Total income tax expense $ (2,621) $ (15,237) Deferred income tax (expense)/benefit $ (1,359) $ 2,264 Total deferred income tax (expense)/benefit $ (1,359) $ 2,264 Total income tax expense reported in the interim condensed statement of profit or loss $ (3,981) $ (12,973) Reconciliation of income tax expense and the accounting profit multiplied by Australia’s domestic tax rate: US$ thousand 2023 2022 Profit before income taxes $ 9,083 $ 26,512 Income tax expense calculated at the Australian income tax rate of 30% (2022: 30%) (2,725) (7,954) Tax effects of: Movement in uncertain tax position (1,256) (5,019) Income tax expense $ (3,981) $ (12,973) Income tax judgements and uncertain tax liabilities The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its reasonable estimate of these tax liabilities, including related penalty and interest charges. The estimate consists of a transfer pricing matter, in respect of the price charged for commodity sales to Glencore International AG (refer to note 5), that has been open for a number of years and may take several more years to resolve. In recognizing a provision for these taxation exposures, consideration was given to the range of possible outcomes to determine the Company’s best estimate of the amount to provide. As at March 31, 2023 the Company has recognized $49,011 thousand (2022: $47,755 thousand) of uncertain tax liabilities related to possible adverse outcomes of this matter, and income tax payable through a related party loan with Glencore Investment via parent net investment, the head entity of the tax consolidated group (see note 21). The increase in the liability associated with the transfer pricing matter during the three months ended March 31, 2023 of $1,256 thousand (March 31, 2022: $5,019 thousand) reflects the outcome of the latest estimate by the Company, relevant court rulings, and other factual developments. | 9. Income taxes Income taxes consist of the following: US$ thousand 2022 2021 Current income tax (expense)/benefit (19,125) 100,858 Adjustments in respect of current income tax (1,899) (1,275) Total income tax (expense)/benefit (21,024) 99,583 Deferred income tax benefit/(expense) 3,622 (1,638) Adjustments in respect of prior year deferred income tax 1,687 2,114 Total deferred income tax benefit 5,309 476 Total income tax (expense)/benefit reported in the statement of profit or loss (15,715) 100,059 Reconciliation of income tax (expense)/benefit and the accounting profit multiplied by Australia’s domestic tax rate: US$ thousand 2022 2021 Profit before income taxes 10,356 66,436 Income tax expense calculated at the Australian income tax rate of 30% (2021: 30%) (3,107) (19,931) Tax effects of: Movement in uncertain tax positions (12,395) 118,846 Utilization and changes in recognition of tax losses and temporary differences — 305 Adjustments in respect of prior years (213) 839 Income tax (expense)/benefit (15,715) 100,059 9. Income taxes (continued) Deferred taxes Deferred taxes as at December 31, 2022 and 2021 are attributable to the items in the table below: Recognized US$ thousand 2022 in profit or loss 2021 Deferred tax liabilities Depreciation and amortization (19,280) 3,092 (22,372) Provisions and payables 10,611 (1,037) 11,648 Receivables and consumables (82) 3,253 (3,335) Total (8,750) 5,309 (14,059) Total deferred tax – net (8,750) 5,309 (14,059) Recognized US$ thousand 2021 in profit or loss 2020 Deferred tax liabilities Depreciation and amortization (22,372) 4,039 (26,411) Provisions and payables 11,648 1,495 10,153 Receivables and consumables (3,335) (5,058) 1,723 Total (14,059) 476 (14,535) Total deferred tax – net (14,059) 476 (14,535) Income tax judgements and uncertain tax liabilities The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its reasoned estimate of these tax liabilities, including related penalty and interest charges. The estimate consists of a transfer pricing matter, in respect of the price charged for commodity sales to Glencore International AG (refer to note 5), that has been open for a number of years and may take several more years to resolve. In recognizing a provision for the taxation exposures, consideration was given to the range of possible outcomes to determine the Company’s best estimate of the amount to provide. As at December 31, 2022, the Company has recognized $47,755 thousand (2021: $35,360 thousand) of uncertain tax liabilities related to possible adverse outcomes of this matter, and income tax payable through a related party loan with Glencore Investment Pty Limited via parent net investment, the head entity of the tax consolidated group (see note 2.15 ‘Income taxes’ and note 22). The increase in the liability during the year of $12,395 thousand (2021: reduction in liability of $118,846 thousand) has been calculated based on the latest estimate by the Company, relevant court rulings, and other factual developments. The reduction in the prior year reflects the resolution of the matter in favour of the Company for certain years following court judgements determining that the price the Company received for the sale of copper concentrate was within an arm’s length range. | 9. Income taxes Income taxes consist of the following: US$thousand 2021 2020 Current income tax benefit/(expense) 100,858 (33,602) Adjustments in respect of current income tax (1,275) (3,018) Total income tax benefit/(expense) 99,583 (36,620) Deferred income tax (expense)/benefit (1,638) 4,318 Adjustments in respect of prior year deferred income tax 2,114 1,261 Total deferred income tax benefit 476 5,579 Total income tax benefit/(expense) reported in the statement of profit or loss 100,059 (31,041) Reconciliation of income tax benefit/(expense) and the accounting profit multiplied by Australia’s domestic tax rate: US$thousand 2021 2020 Profit before income taxes 66,436 1,904 Income tax expense calculated at the Australian income tax rate of 30% (2020: 30%) (19,931) (571) Tax effects of: Movement in uncertain tax positions 118,846 (28,712) Utilization and changes in recognition of tax losses and temporary differences 305 — Adjustments in respect of prior years 839 (1,758) Income tax benefit/(expense) 100,059 (31,041) Deferred taxes Deferred taxes as at December 31, 2021 and 2020 are attributable to the items in the table below: Recognized US$thousand 2021 in profit or loss 2020 Deferred tax liabilities Depreciation and amortization (22,372) 4,039 (26,411) Provisions and payables 11,648 1,495 10,153 Receivables and consumables (3,335) (5,058) 1,723 Total (14,059) 476 (14,535) Total deferred tax – net (14,059) 476 (14,535) Recognized US$thousand 2020 in profit or loss 2019 Deferred tax liabilities Depreciation and amortization (26,411) 4,460 (30,871) Provisions and payables 10,153 40 10,113 Receivables and consumables 1,723 1,079 644 Total (14,535) 5,579 (20,114) Total deferred tax – net (14,535) 5,579 (20,114) Income tax judgements and uncertain tax liabilities The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its reasoned estimate of these tax liabilities, including related penalty and interest charges. The estimate consists of a transfer pricing matter, in respect of the price charged for commodity sales to Glencore International AG (refer to note 5), that has been open for a number of years and may take several more years to resolve. In recognizing a provision for the taxation exposures, consideration was given to the range of possible outcomes to determine the Company’s best estimate of the amount to provide. As at December 31, 2021, the Company has recognized $35,360 thousand (2020: $154,206 thousand; January 1, 2020: $125,494 thousand) of uncertain tax liabilities related to possible adverse outcomes of this matter, and income tax payable through a related party loan with Glencore Investment Pty Limited via parent net investment, the head entity of the tax consolidated group (see note 2.16 ‘Income taxes’ and note 22). The reduction in the liability during the year of $118,846 thousand (2020: increase in liability of $28,712 thousand) reflects the resolution of the transfer pricing matter in favour of the Company for certain years following court judgements determining that the price the Company received for the sale of copper concentrate was within an arm’s length range. The remaining balance has been calculated based on the latest estimate by the Company, relevant court rulings, and other factual developments. |
Trade and other receivables
Trade and other receivables | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade and other receivables | |||
Trade and other receivables | 10. Trade and other receivables US$ thousand Notes March 31, 2023 December 31, 2022 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 21 $ — $ 9,052 Other receivables Financial assets at amortized cost Other receivables 1 1 Non-financial instruments Indirect tax receivable 1,647 3,179 Total other receivables $ 1,648 $ 3,180 The average credit period on sales of goods on credit is nil The Company determines the expected credit loss on receivables based on different scenarios of probability of default and expected loss applicable to each of the material underlying balances. The Company has determined that the expected credit loss is immaterial as all related party balances are effectively supported by the Parent and no material anticipated losses will occur. | 10. Trade and other receivables US$ thousand Notes 2022 2021 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 22 9,052 2,551 Other receivables Financial assets at amortized cost Other receivables 1 141 Non-financial instruments Indirect tax receivable 3,179 3,606 Total other receivables 3,180 3,747 The average credit period on sales of goods on credit is 16 days (2021: 3 days). The carrying value of trade receivables approximates fair value. The Company determines the expected credit loss on receivables based on different scenarios of probability of default and expected loss applicable to each of the material underlying balances. The Company has determined that the expected credit loss is immaterial as all related party balances are effectively supported by the Parent and no material anticipated losses will occur. | 10. Trade and other receivables January 1, US$thousand Notes 2021 2020 2020 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 22 2,551 8,861 6,718 Other receivables Financial assets at amortized cost Other receivables 141 167 1,351 Non-financial instruments Indirect tax receivable 3,606 2,481 1,648 Total other receivables 3,747 2,648 2,999 The average credit period on sales of goods on credit is 3 days (2020: 9 days). The carrying value of trade receivables approximates fair value. The Company determines the expected credit loss on receivables based on different scenarios of probability of default and expected loss applicable to each of the material underlying balances. The Company has determined that the expected credit loss is immaterial as all related party balances are effectively supported by the Parent and no material anticipated losses will occur. |
Inventories
Inventories | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventories | |||
Inventories | 11. Inventories US$ thousand March 31, 2023 December 31, 2022 Current Supplies and consumables $ 14,154 $ 12,595 Work in progress 129 670 Finished goods 7,132 9,774 Total current $ 21,415 $ 23,039 Non-current Supplies and consumables $ 334 $ 354 Total non-current $ 334 $ 354 Total $ 21,749 $ 23,393 The cost of inventories recognized as an expense within cost of goods sold during the three months ended March 31, 2023 was $10,041 thousand (2022: $6,569 thousand). All inventories are valued at the lower of cost or net realizable value. At 2023 all inventory is measured at cost (2022: at cost). Non-current inventories are not expected to be utilized or sold within 12 months, based on historical usage, and are therefore classified as non-current inventory. | 11. Inventories US$ thousand 2022 2021 Current Supplies and consumables (1) 12,595 9,593 Work in progress 670 1,013 Finished goods 9,774 14,248 Total current 23,039 24,854 Non-current Supplies and consumables (1) 354 431 Total non-current 354 431 Total 23,393 25,285 (1) Net reversal of the write down of inventories for obsolete and slow moving stock of $1,580 thousand for the year (2021: $165 thousand). The cost of inventories recognized as an expense within cost of goods sold during the year was $28,204 thousand (2021: $34,897 thousand). The inventory write off recognised as an expense during the year was $715 thousand (2021: $nil). All inventories are valued at the lower of cost or net realizable value. At 2022 all inventory is measured at cost (2021: at cost). Non-current inventories are not expected to be utilized or sold within 12 months, based on historical usage, and are therefore classified as non-current inventory. | 11. Inventories January 1, US$thousand 2021 2020 2020 Current Supplies and consumables (1) 9,593 7,551 5,786 Work in progress 1,013 2,236 3,783 Finished goods 14,248 6,802 5,032 Total current 24,854 16,589 14,601 Junuary 1, US$thousand 2021 2020 2020 Non-current Supplies and consumables (1) 431 565 518 Total non-current 431 565 518 Total 25,285 17,154 15,119 (1) Net reversal of the write down of inventories for obsolete and slow moving stock of $165 thousand for the year (2020: write down of $228 thousand; January 1, 2020: reversal of write down of $30 thousand). The cost of inventories recognized as an expense within cost of goods sold during the year was $34,897 thousand (2020: $33,356 thousand). All inventories are valued at the lower of cost or net realizable value. At 2021 all inventory is measured at cost (2020: at cost). Non-current inventories are not expected to be utilized or sold within 12 months, based on historical usage, and are therefore classified as non-current inventory. |
Property, plant and equipment,
Property, plant and equipment, net | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment, net | |||
Property, plant and equipment, net | 12. Property, plant and equipment, net Freehold land Plant and Right-of-use Mine US$ thousand Notes and buildings equipment assets development Total Net book value At January 1, 2023 $ 1,247 $ 201,133 $ 899 $ 218,947 $ 422,226 Depreciation 6 (65) (7,218) (352) (4,061) (11,696) Additions — 4,141 — 9,239 13,380 At March 31, 2023 $ 1,182 $ 198,056 $ 547 $ 224,125 $ 423,910 Plant and equipment includes expenditure for construction in progress of $87,805 thousand (2022: $86,191 thousand). Through management’s review of internal and external factors, no indicators of impairment existed in 2023 and 2022. | 12. Property, plant and equipment, net 2022 Freehold Right-of- land and Plant and use Mine US$ thousand Notes buildings equipment assets development Total Cost As at January 1, 2022 8,873 477,079 2,135 457,099 945,186 Additions — 56,068 970 20,717 77,755 Disposals — (157) — — (157) Other movements (1) — (10,405) — 8,053 (2,352) As at December 31, 2022 8,873 522,585 3,105 485,869 1,020,432 Accumulated depreciation and impairment: As at January 1, 2022 7,097 289,270 886 249,762 547,015 Depreciation 6 529 32,319 1,320 17,160 51,328 Disposals — (137) — — (137) As at December 31, 2022 7,626 321,452 2,206 266,922 598,206 Net book value as at December 31, 2022 1,247 201,133 899 218,947 422,226 (1) Primarily consists of decreases in rehabilitation costs of $2,352 thousand (plant and equipment). The balance is expenditure for construction in progress carried in plant and equipment and transferred to the respective asset category when brought in to use. Plant and equipment include expenditure for construction in progress of $86,191 thousand (2021: $56,571 thousand). Included in cost of goods sold, is an estimated amount of $nil (2021: $23,238 thousand) relating to certain CWIP costs which, due to financial reporting system limitations within the CWIP module and resulting lack of documentation supporting the capitalization of these costs related to production, have been expensed in the respective periods. Through management’s review of internal and external factors, no indicators of impairment existed in 2022 and 2021. As at December 31, 2022, the Company is committed to $1,200 thousand (2021: $270 thousand) of short-term lease payments. 12. Property, plant and equipment, net (continued) 2021 Freehold Right-of- land and Plant and use Mine US$ thousand Notes buildings equipment assets development Total Cost As at January 1, 2021 8,986 444,611 177 443,819 897,593 Additions — 24,225 1,958 6,663 32,846 Disposals — (8,202) — — (8,202) Other movements (1) (113) 16,445 — 6,617 22,949 As at December 31, 2021 8,873 477,079 2,135 457,099 945,186 Accumulated depreciation and impairment: As at January 1, 2021 6,394 264,296 65 231,681 502,436 Depreciation 6 703 32,645 821 18,093 52,262 Disposals — (8,202) — — (8,202) Other movements (1) — 531 — (12) 519 As at December 31, 2021 7,097 289,270 886 249,762 547,015 Net book value as at December 31, 2021 1,776 187,809 1,249 207,337 398,171 (1) Primarily consists of increases in rehabilitation costs of $24,056 thousand (plant and equipment) offset by $1,107 thousand of other reclassifications within the various property, plant and equipment headings. The balance is expenditure for construction in progress carried in plant and equipment and transferred to the respective asset category when brought in to use. | 12. Property, plant and equipment, net 2021 Freehold Right-of- land and Plant and use Mine US$thousand Notes buildings equipment assets development Total Cost At January 1, 2021 8,986 444,611 177 443,819 897,593 Additions — 24,225 1,958 6,663 32,846 Disposals — (8,202) — — (8,202) Other movements (1) (113) 16,445 — 6,617 22,949 At December 31, 2021 8,873 477,079 2,135 457,099 945,186 Accumulated depreciation and impairment: At January 1, 2021 6,394 264,296 65 231,681 502,436 Depreciation 6 703 32,645 821 18,093 52,262 Disposals — (8,202) — — (8,202) Other movements (1) — 531 — (12) 519 At December 31, 2021 7,097 289,270 886 249,762 547,015 Net book value at December 31, 2021 1,776 187,809 1,249 207,337 398,171 (1) Primarily consists of increases in rehabilitation costs of $24,056 thousand (plant and equipment) offset by $1,107 thousand of other reclassifications within the various property, plant and equipment headings. Expenditure for construction in progress is carried in plant and equipment and is transferred to the respective category when brought in to use. Plant and equipment include expenditure for construction in progress of $56,571 thousand (2020: $21,819 thousand; January 1, 2020: $21,630 thousand). Included in cost of goods sold, is an estimated amount of $23,238 thousand (2020: $11,705 thousand) relating to certain CWIP costs which, due to financial reporting system limitations within the CWIP module and resulting lack of documentation supporting the capitalization of these costs related to production, have been expensed in the respective periods. Through management’s review of internal and external factors, no indicators of impairment existed in 2021 and 2020. At December 31, 2021, the Company is committed to $270 thousand (2020: $863 thousand) of short-term lease payments. 2020 Freehold Right-of- land and Plant and use Mine US$thousand Notes buildings equipment assets development Total Cost At January 1, 2020 15,836 402,089 13,395 421,939 853,259 Additions — 57,004 176 — 57,180 Disposals (35) (1,256) (9,955) (180) (11,426) Other movements (1) (6,815) (13,226) (3,439) 22,060 (1,420) At December 31, 2020 8,986 444,611 177 443,819 897,593 Accumulated depreciation and impairment: At January 1, 2020 11,121 229,019 6,079 209,345 455,564 Depreciation 6 392 30,191 2,335 22,515 55,433 Disposals (35) (1,127) (7,220) (179) (8,561) Other movements (1) (5,084) 6,213 (1,129) — — At December 31, 2020 6,394 264,296 65 231,681 502,436 Net book value at December 31, 2020 2,592 180,315 112 212,138 395,157 (1) Primarily consists of increases in rehabilitation costs of $423 thousand (plant and equipment) and reclassifications within the various property, plant and equipment headings. |
Intangible assets, net
Intangible assets, net | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets, net | |||
Intangible assets, net | 13. Intangible assets, net Licences and software The Company has immaterial intangible assets with a net book value at March 31, 2023 of $721 thousand (2022: $747 thousand). These intangible assets include licences and ERP software with the IP rights being held by the Parent, and the Company paying for the use of its own instance of the software. | 13. Intangible assets, net Licences and software The Company has immaterial intangible assets with a net book value as at December 31, 2022 of $747 thousand (2021: $947 thousand). These intangible assets include licences and ERP software with the IP rights being held by the Parent, and the Company paying for the use of its own instance of the software. | 13. Intangible assets, net Licences and software The Company has immaterial intangible assets with a net book value at December 31, 2021 of $947 thousand (2020: $100 thousand; January 1, 2020: nil). These intangible assets include licences and ERP software with the IP rights being held by the Parent, and the Company paying for the use of its own instance of the software. |
Trade and other payables
Trade and other payables | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade and other payables | |||
Trade and other payables | 14. Trade and other payables US$ thousand Notes March 31, 2023 December 31, 2022 Financial liabilities at amortized cost Trade payables due to third parties $ 10,734 $ 21,139 Trade payables due to related parties 21 1,720 799 Other payables Financial liabilities at amortized cost Mining royalty payable 1,871 1,757 Accrued expenses 4,612 4,803 Total other payables $ 6,483 $ 6,560 Trade payables are obligations to pay for goods and services. Trade payables have an average payment period of 17 days (2022: 23 days) depending on the type of goods and services and the geographic area in which the purchase transaction occurs and the agreed terms. The carrying value of trade payables approximates fair value. | 14. Trade and other payables US$ thousand Notes 2022 2021 Financial liabilities at amortized cost Trade payables due to third parties 21,139 9,482 Trade payables due to related parties 22 799 652 Other payables Financial liabilities at amortized cost Mining royalty payable 1,757 2,617 Accrued expenses 4,803 5,838 Total other payables 6,560 8,455 Trade payables are obligations to pay for goods and services. Trade payables have an average payment period of 23 days depending on the type of goods and services and the geographic area in which the purchase transaction occurs and the agreed terms. The carrying value of trade payables approximates fair value. | 14. Trade and other payables January 1, US$thousand Notes 2021 2020 2020 Financial liabilities at amortized cost Trade payables due to third parties 9,482 8,656 5,688 Trade payables due to related parties 22 652 — 481 Other payables Financial liabilities at amortized cost Mining royalty payable 2,617 2,119 — Accrued expenses 5,838 11,144 19,454 Total other payables 8,455 13,263 19,454 Trade payables are obligations to pay for goods and services. Trade payables have an average payment period of 25 days depending on the type of goods and services and the geographic area in which the purchase transaction occurs and the agreed terms. The carrying value of trade payables approximates fair value. |
Leases
Leases | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Leases | 15. Leases Lease liabilities US$ thousand March 31, 2023 December 31, 2022 Current Lease liabilities $ 568 $ 848 Total current $ 568 $ 848 Non-current Lease liabilities 67 128 Total non-current 67 128 Total $ 635 $ 976 Reconciliation of cash flow to movement in lease liabilities Three months ended March 31 US$ thousand 2023 2022 Cash related movements in leases liabilities (1) Payment of lease liabilities $ (346) $ (316) (346) (316) Non-cash related movements in lease liabilities Foreign exchange movements (7) 90 Change in lease liabilities (2) 12 496 5 586 (Decrease)/increase in lease liabilities for the period (341) 270 Total lease liabilities – opening $ 976 $ 1,273 Total lease liabilities – closing $ 635 $ 1,543 (1) See unaudited interim condensed statement of cash flows. (2) 2022 relates to new leases. Right-of-use assets The Company leases several assets including buildings and plant and equipment. As at March 31, 2023 the net book value of recognized right-of-use assets relating to buildings was $411 thousand (2022: $515 thousand) and plant and equipment $136 thousand (2022: $384 thousand). The depreciation charge for the three months ended March 31, 2023 related to those assets was $104 thousand (2022: $61 thousand) and $248 thousand (2022: $248 thousand). Disclosure of amounts recognized as right-of-use assets in the unaudited interim condensed statement of financial position are included within note 12. Amounts recognized in the unaudited interim condensed statement of profit or loss and other comprehensive income are detailed below: Three months ended March 31 US$ thousand 2023 2022 Depreciation on right-of-use assets $ (352) $ (309) Interest expense on lease liabilities (11) (21) Expense relating to variable lease payments not included in the measurement of the lease liability (1) (169) — Expense relating to short-term leases (350) (1,536) Expense relating to low-value leases (1) — Total $ (883) $ (1,866) (1) Relates to variable lease payments on fleet hire based on available hours. | 15. Leases Lease liabilities US$ thousand 2022 2021 Current Lease liabilities 848 1,047 Total current 848 1,047 Non-current Lease liabilities 128 226 Total non-current 128 226 Total 976 1,273 Reconciliation of cash flow to movement in lease liabilities US$ thousand 2022 2021 Cash related movements in leases liabilities (1) Payment of lease liabilities (1,275) (781) Non-cash related movements in lease liabilities Foreign exchange movements (57) (98) Change in lease liabilities (2) 1,035 2,020 978 1,922 (Decrease)/increase in lease liabilities for the year (297) 1,141 Total lease liabilities – opening 1,273 132 Total lease liabilities – closing 976 1,273 (1) See statement of cash flows. (2) In 2022 and 2021 this relates to new leases. Right-of-use assets The Company leases several assets including buildings and plant and equipment. As at December 31, 2022, the net book value of recognized right-of-use assets relating to buildings was $515 thousand (2021: $133 thousand) and plant and equipment $384 thousand (2021: $1,116 thousand). The depreciation charge for the year related to those assets was $329 $991 Disclosure of amounts recognized as right-of-use assets in the statement of financial position are included within note 12. Amounts recognized in the statement of profit or loss and other comprehensive income are detailed below: US$ thousand 2022 2021 Depreciation on right-of-use assets (1,320) (821) Interest expense on lease liabilities (67) (62) Expense relating to short-term leases (132) (2,257) Expense relating to low-value leases (5) (5) Total (1,524) (3,145) | 15. Leases Lease liabilities January 1, US$thousand 2021 2020 2020 Current Lease liabilities 1,047 105 3,054 Total current 1,047 105 3,054 Non-current Lease liabilities 226 27 1,832 Total non-current 226 27 1,832 Total 1,273 132 4,886 Reconciliation of cash flow to movement in lease liabilities US$thousand 2021 2020 Cash related movements in leases liabilities (1) Payment of lease liabilities (781) (2,718) Non-cash related movements in lease liabilities Foreign exchange movements (98) 344 Change in lease liabilities (2) 2,020 (2,380) 1,922 (2,036) Increase/(decrease) in lease liabilities for the year 1,141 (4,754) Total lease liabilities – opening 132 4,886 Total lease liabilities – closing 1,273 132 (1) See statement of cash flows. (2) In 2021 this relates to new leases (2020: lease buy out). Right-of-use assets The Company leases several assets including buildings and plant and equipment. As at December 31, 2021, the net book value of recognized right-of-use assets relating to buildings was $133 thousand (2020: $112 thousand; January 1, 2020: $63 thousand) and plant and equipment $1,116 thousand (2020: $nil; January 1, 2020: $7,253 thousand). The depreciation charge for the year related to those assets was $90 thousand (2020: $128 thousand) and $731 thousand (2020: $2,207 thousand). Disclosure of amounts recognized as right-of-use assets in the statement of financial position are included within note 12. Amounts recognized in the statement of profit or loss and other comprehensive income are detailed below: US$thousand 2021 2020 Depreciation on right-of-use assets (821) (2,335) Interest expense on lease liabilities (62) (316) Expense relating to short-term leases (2,257) (953) Expense relating to low-value leases (5) — Total (3,145) (3,604) |
Provisions
Provisions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Provisions | |||
Provisions | 16. Provisions Employee Rehabilitation US$ thousand entitlements costs Other Total January 1, 2023 $ 14,277 $ 43,868 $ 53 $ 58,198 Utilised (1,775) — — (1,775) Accretion — 141 — 141 Effect of foreign currency exchange movements (166) 73 (1) (94) Net book value March 31, 2023 $ 12,336 $ 44,082 $ 52 $ 56,470 Current $ 11,548 $ 270 $ 52 $ 11,870 Non-current 788 43,812 — 44,600 Net book value March 31, 2023 $ 12,336 $ 44,082 $ 52 $ 56,470 | 16. Provisions Employee Rehabilitation US$ thousand entitlements costs Other Total January 1, 2022 16,117 44,023 481 60,621 Utilized (941) (166) — (1,107) Released (55) — (430) (485) Accretion — 851 — 851 Additions — — 22 22 Effect of foreign currency exchange movements (844) (840) (20) (1,704) Net book value December 31, 2022 14,277 43,868 53 58,198 Current 13,467 270 53 13,790 Non-current 810 43,598 — 44,408 Net book value December 31, 2022 14,277 43,868 53 58,198 January 1, 2021 15,220 19,637 564 35,421 Utilized (1,497) (135) (162) (1,794) Accretion — 465 — 465 Additions 2,006 24,056 99 26,161 Effect of foreign currency exchange movements 388 — (20) 368 Net book value December 31, 2021 16,117 44,023 481 60,621 Current 15,190 54 481 15,725 Non-current 927 43,969 — 44,896 Net book value December 31, 2021 16,117 44,023 481 60,621 Employee entitlements The employee entitlements provision represents the value of annual leave and long service leave entitlements accrued. The associated expenditure will occur in a pattern consistent with when employees choose to exercise their entitlements with timing of leave taken up to the discretion of the employees. Rehabilitation costs Cobar mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. Cobar conducts its operations to protect public health and the environment and believes its operations are in compliance with applicable laws and regulations in all material respects. As part of the mine closure plans, Cobar is required to provide annual guarantees over the estimated life of the mines, based on a present value approach, and to furnish the funds for the rehabilitation provision. This law requires a review of closing plans every three years. Rehabilitation provision represents the accrued cost required to provide adequate rehabilitation and manage the site during a post-closure phase until surrender of the Mining Lease and sign off by the Environmental Authority. The majority of these costs provide for reshaping and covering waste rock emplacements — generally ensuring the site is left in a safe, stable and non-polluting condition — as well as property holding costs (e.g. Mining Lease rental and Council rates) during the post-closure phase. The bulk of these amounts will be settled when rehabilitation is undertaken over a 3 year period (currently assumed to be started in 2031), with a tail of property holding costs over an approximate 10 year post-closure period. 16. Provisions (continued) As at December 31, 2022, the discount rate applied in calculating the restoration and rehabilitation provision is a pre-tax risk free rate specific to the liability and the currency in which they are denominated as follows: Australian dollar 2.0% (2021: 2.0%). The Company’s own credit risk was not included and no adjustment has been made. The effect of decreasing the discount rates used by 0.5% would result in an increase in the overall rehabilitation provision by $2,266 thousand, with a resulting movement in property, plant and equipment. In the following year, the depreciation expense would increase by some $189 thousand, with an opposite direction interest expense adjustment of $158 thousand. The resulting net impact in the statement of profit or loss and other comprehensive income would be a decrease of $31 thousand, eventually netting to $nil over the settlement date of the provision. Additions to rehabilitation provision relate to changes in estimates. In 2021, rehabilitation provision estimate changes were primarily comprised of $23,388 thousand related to change in cost estimate for increased amount of work required to be completed in tailings dam and storage facilities and other movements for accretion expense of the initial discounting that was applied to the rehabilitation provision to reflect the timing of future retirement cash flows. Other Other comprises provisions for possible legal and other consulting related claims. | 16. Provisions Employee Rehabilitation US$thousand entitlements costs Other Total January 1, 2021 15,220 19,637 564 35,421 Utilized (1,497) (135) (162) (1,794) Accretion — 465 — 465 Additions 2,006 24,056 99 26,161 Effect of foreign currency exchange movements 388 — (20) 368 Net book value December 31, 2021 16,117 44,023 481 60,621 Current 15,190 54 481 15,725 Non-current 927 43,969 — 44,896 Net book value December 31, 2021 16,117 44,023 481 60,621 January 1, 2020 13,907 19,142 — 33,049 Utilized (613) (405) (223) (1,241) Accretion — 477 — 477 Additions 612 423 787 1,822 Effect of foreign currency exchange movements 1,314 — — 1,314 Net book value December 31, 2020 15,220 19,637 564 35,421 Current 14,252 98 564 14,914 Non-current 968 19,539 — 20,507 Net book value December 31, 2020 15,220 19,637 564 35,421 Employee entitlements The employee entitlements provision represents the value of annual leave and long service leave entitlements accrued. The associated expenditure will occur in a pattern consistent with when employees choose to exercise their entitlements with timing of leave taken up to the discretion of the employees. Rehabilitation costs Cobar mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. Cobar conducts its operations to protect public health and the environment and believes its operations are in compliance with applicable laws and regulations in all material respects. As part of the mine closure plans, Cobar is required to provide annual guarantees over the estimated life of the mines, based on a present value approach, and to furnish the funds for the rehabilitation provision. This law requires a review of closing plans every three years. Rehabilitation provision represents the accrued cost required to provide adequate rehabilitation and manage the site during a post-closure phase until surrender of the Mining Lease and sign off by the Environmental Authority. The majority of these costs provide for reshaping and covering waste rock emplacements — generally ensuring the site is left in a safe, stable and non-polluting condition — as well as property holding costs (e.g. Mining Lease rental and Council rates) during the post-closure phase. The bulk of these amounts will be settled when rehabilitation is undertaken over a 3 year period (currently assumed to be started in 2031), with a tail of property holding costs over an approximate 10 year post-closure period. As at December 31, 2021, the discount rate applied in calculating the restoration and rehabilitation provision is a pre-tax risk free rate specific to the liability and the currency in which they are denominated as follows: Australian dollar 2.0% (2020: 2.3%). The Company’s own credit risk was not included and no adjustment has been made. The effect of decreasing the discount rates used by 0.5% would result in an increase in the overall rehabilitation provision by $2,438 thousand, with a resulting movement in property, plant and equipment. In the following year, the depreciation expense would increase by some $203 thousand, with an opposite direction interest expense adjustment of $165 thousand. The resulting net impact in the statement of profit or loss and other comprehensive income would be a decrease of $38 thousand, eventually netting to $nil over the settlement date of the provision. Additions to rehabilitation provision relate to changes in estimates. In 2021, rehabilitation provision estimate changes were primarily comprised of $23,388 thousand related to change in cost estimate for increased amount of work required to be completed in tailings dam and storage facilities and other movements for accretion expense of the initial discounting that was applied to the rehabilitation provision to reflect the timing of future retirement cash flows. In 2020, these changes in estimates were made up of changes due to increased disturbance. Other Other comprises provisions for possible legal and other consulting related claims. |
Financial instruments
Financial instruments | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial instruments | |||
Financial instruments | 17. Financial instruments Fair value of financial instruments The following tables present the carrying values and fair values of the Company’s financial instruments. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal market at the measurement date under current market conditions. Where available market rates have been used to determine fair values. When market values are not available, fair values have been calculated by discounting expected cash flows at prevailing market interest and exchange rates. The estimated fair values have been determined using market information and appropriate valuation methodologies but are not necessarily indicative of the amounts that the Company could realize in the normal course of business. The financial assets and liabilities are presented by class in the tables below at their carrying values, which generally approximate the fair values. 2023 US$ thousand Notes Amortized cost FVTPL (1) Total Assets Other receivables 10 $ 1 $ — $ 1 Total financial assets $ 1 $ — $ 1 Liabilities Trade payables 14 $ 10,734 $ — $ 10,734 Trade payables to related parties 14 1,720 — 1,720 Other payables 14 6,483 — 6,483 Lease liabilities 15 635 — 635 Total financial liabilities $ 19,572 $ — $ 19,572 (1) FVTPL — Fair value through profit or loss. 2022 US$thousand Notes Amortized cost FVTPL (1) Total Assets Trade receivables from related parties 10 $ — $ 9,052 $ 9,052 Other receivables 10 1 - 1 Total financial assets $ 1 $ 9,052 $ 9,503 Liabilities Trade payables 14 $ 21,139 $ — $ 21,139 Trade payables to related parties 14 799 — 799 Other payables 14 6,560 — 6,560 Lease liabilities 15 976 — 976 Total financial liabilities $ 29,474 $ — $ 29,474 (1) FVTPL - Fair value through profit or loss. | 18. Financial instruments Fair value of financial instruments The following tables present the carrying values and fair values of the Company’s financial instruments. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal market at the measurement date under current market conditions. Where available market rates have been used to determine fair values. When market values are not available, fair values have been calculated by discounting expected cash flows at prevailing market interest and exchange rates. The estimated fair values have been determined using market information and appropriate valuation methodologies but are not necessarily indicative of the amounts that the Company could realize in the normal course of business. 18. Financial instruments (Continued) The financial assets and liabilities are presented by class in the tables below at their carrying values, which generally approximate the fair values. 2022 Amortized US$ thousand Notes cost FVTPL (1) Total Assets Trade receivables from related parties 10 — 9,052 9,052 Other receivables 10 1 — 1 Total financial assets 1 9,052 9,053 Liabilities Trade payables 14 21,139 — 21,139 Trade payables to related parties 14 799 — 799 Other payables 14 6,560 — 6,560 Lease liabilities 15 976 — 976 Total financial liabilities 29,474 — 29,474 (1) FVTPL — Fair value through profit or loss. 2021 Amortized US$ thousand Notes cost FVTPL (1) Total Assets Trade receivables from related parties 10 — 2,551 2,551 Other receivables 10 141 — 141 Total financial assets 141 2,551 2,692 Liabilities Trade payables 14 9,482 — 9,482 Trade payables to related parties 14 652 — 652 Other payables 14 8,455 — 8,455 Lease liabilities 15 1,273 — 1,273 Total financial liabilities 19,862 — 19,862 (1) FVTPL — Fair value through profit or loss . | 18. Financial instruments Fair value of financial instruments The following tables present the carrying values and fair values of the Company’s financial instruments. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal market at the measurement date under current market conditions. Where available market rates have been used to determine fair values. When market values are not available, fair values have been calculated by discounting expected cash flows at prevailing market interest and exchange rates. The estimated fair values have been determined using market information and appropriate valuation methodologies but are not necessarily indicative of the amounts that the Company could realize in the normal course of business. The financial assets and liabilities are presented by class in the tables below at their carrying values, which generally approximate the fair values. 2021 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 79 — 79 Trade receivables from related parties 10 — 2,551 2,551 Other receivables 10 141 — 141 Total financial assets 220 2,551 2,771 Liabilities Trade payables 14 9,482 — 9,482 Trade payables to related parties 14 652 — 652 Other payables 14 8,455 — 8,455 Lease liabilities 15 1,273 — 1,273 Total financial liabilities 19,862 — 19,862 (1) FVTPL — Fair value through profit or loss. 2020 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 110 — 110 Trade receivables from related parties 10 — 8,861 8,861 Other receivables 10 167 — 167 Total financial assets 277 8,861 9,138 Liabilities Trade payables 14 8,656 — 8,656 Other payables 14 13,263 — 13,263 Lease liabilities 15 132 — 132 Total financial liabilities 22,051 — 22,051 (1) FVTPL — Fair value through profit or loss. January 1, 2020 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 264 — 264 Trade receivables from related parties 10 — 6,718 6,718 Other receivables 10 1,351 — 1,351 Total financial assets 1,615 6,718 8,333 Liabilities Trade payables 14 5,688 — 5,688 Trade payables to related parties 14 481 481 Other payables 14 19,454 19,454 Lease liabilities 15 4,886 — 4,886 Total financial liabilities 30,509 — 30,509 (1) FVTPL — Fair value through profit or loss. |
Fair value measurements
Fair value measurements | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair value measurements | |||
Fair value measurements | 18. Fair value measurements Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/outflows. Some of the Company’s financial assets are measured at fair value at the end of each reporting period. 2023 US$thousand Notes Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents $ 406 $ — $ — $ 406 Total $ 406 $ — $ — $ 406 2022 US$thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents $ 1,316 $ — $ — $ 1,316 Trade receivables 10 — 9,052 — 9,052 Total $ 1,316 $ 9,052 $ — $ 10,368 During the three months ended March 31, 2023 no amounts were transferred between Level 1 and Level 2 of the fair value hierarchy and no amounts were transferred into or out of Level 3 of the fair value hierarchy for either other financial assets or other financial liabilities. | 19. Fair value measurements Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/ outflows. Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The below tables show the fair values of assets measured at fair value on a recurring basis: 2022 US$ thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 1,316 — — 1,316 Trade receivables — 9,052 — 9,052 Total 1,316 9,052 — 10,368 2021 US$ thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 79 — — 79 Trade receivables — 2,551 — 2,551 Total 79 2,551 — 2,630 During the year no amounts were transferred between Level 1 and Level 2 of the fair value hierarchy and no amounts were transferred into or out of Level 3 of the fair value hierarchy for either other financial assets or other financial liabilities. | 19. Fair value measurements Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/outflows. Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The below tables show the fair values of assets measured at fair value on a recurring basis: 2021 US$thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 79 — — 79 Trade receivables — 2,551 — 2,551 Total 79 2,551 — 2,630 2020 US$thousand Level 1 Level 2 Level 3 Total Cash and cash equivalents 110 — — 110 Trade receivables — 8,861 — 8,861 Total 110 8,861 — 8,971 January 1, 2020 US$thousand Level 1 Level 2 Level 3 Total Cash and cash equivalents 264 — — 264 Trade receivables — 6,718 — 6,718 Total 264 6,718 — 6,982 During the year no amounts were transferred between Level 1 Level |
Commitments
Commitments | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments | |||
Commitments | 19. Commitments Capital commitments Capital expenditure for the acquisition of property, plant and equipment is generally funded through the cash flow generated by the business. As at March 31, 2023 $15,204 thousand (2022: $15,791 thousand), of which 99% (2022: 99%) relates to expenditure to be incurred over the next year, was contractually committed for the acquisition of plant and equipment. This capital expenditure primarily relates to the underground mining fleet. | 20. Commitments Capital commitments Capital expenditure for the acquisition of property, plant and equipment is generally funded through the cash flow generated by the business. As at December 31, 2022, $15,791 thousand (2021: $44,315 thousand), of which 99% (2021: 17%) relates to expenditure to be incurred over the next year, was contractually committed for the acquisition of plant and equipment. This capital expenditure primarily relates to the underground mining fleet. | 20. Commitments Capital commitments Capital expenditure for the acquisition of property, plant and equipment is generally funded through the cash flow generated by the business. As at December 31, 2021, $44,315 thousand (2020: $2,448 thousand), of which 17% (2020: 60%) relates to expenditure to be incurred over the next year, was contractually committed for the acquisition of plant and equipment. This capital expenditure primarily relates to the underground mining fleet. |
Contingent liabilities
Contingent liabilities | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contingent liabilities | |||
Contingent liabilities | 20. Contingent liabilities The Company is subject to various claims which arise in the ordinary course of business as detailed below. These contingent liabilities are reviewed on a regular basis and where practical an estimate is made of the potential financial impact on the Company. Environmental contingencies The Company’s operations are subject to various environmental laws and regulations. The Company is in material compliance with those laws and regulations. The Company accrues for environmental contingencies when such contingencies are probable and reasonably estimable. Such accruals are adjusted as new information develops or circumstances change. Recoveries of environmental remediation costs from insurance companies and other parties are recorded as assets when the recoveries are virtually certain. At this time, the Company is unaware of any material environmental incidents at the CSA mine. Any potential liability arising from the above is not expected to have a material adverse effect on its income, financial position or cash flows. Bank payment guarantees for rehabilitation The Company has entered into various bank and performance guarantees equivalent to the estimated total amount required to fulfil any rehabilitation costs associated with mining activities. These are in the ordinary course of business. As at March 31, 2023, the total value of the guarantees is $24,730 thousand (AU$36,891 thousand) (2022: $25,101 thousand (AU$36,891 thousand)). The obligations, to which the guarantees relate, have been provided for on the balance sheet under provisions. | 21. Contingent liabilities The Company is subject to various claims which arise in the ordinary course of business as detailed below. These contingent liabilities are reviewed on a regular basis and where practical an estimate is made of the potential financial impact on the Company. Environmental contingencies The Company’s operations are subject to various environmental laws and regulations. The Company is in material compliance with those laws and regulations. The Company accrues for environmental contingencies when such contingencies are probable and reasonably estimable. Such accruals are adjusted as new information develops or circumstances change. Recoveries of environmental remediation costs from insurance companies and other parties are recorded as assets when the recoveries are virtually certain. At this time, the Company is unaware of any material environmental incidents at its CSA mine. Any potential liability arising from the above is not expected to have a material adverse effect on its combined income, financial position or cash flows. 21. Contingent liabilities (continued) Bank payment guarantees for rehabilitation The Company has entered into various bank and performance guarantees equivalent to the estimated total amount required to fulfil any rehabilitation costs associated with mining activities. These are in the ordinary course of business. As at December 31, 2022 the total value of the guarantees is AU$36,891 thousand (2021: AU$36,903 thousand). The obligations, to which the guarantees relate, have been provided for on the balance sheet under provisions (see note 16). | 21. Contingent liabilities The Company is subject to various claims which arise in the ordinary course of business as detailed below. These contingent liabilities are reviewed on a regular basis and where practical an estimate is made of the potential financial impact on the Company. Environmental contingencies The Company’s operations are subject to various environmental laws and regulations. The Company is in material compliance with those laws and regulations. The Company accrues for environmental contingencies when such contingencies are probable and reasonably estimable. Such accruals are adjusted as new information develops or circumstances change. Recoveries of environmental remediation costs from insurance companies and other parties are recorded as assets when the recoveries are virtually certain. At this time, the Company is unaware of any material environmental incidents at its CSA mine. Any potential liability arising from the above is not expected to have a material adverse effect on its combined income, financial position or cash flows. Bank payment guarantees for rehabilitation The Company has entered into various bank and performance guarantees equivalent to the estimated total amount required to fulfil any rehabilitation costs associated with mining activities. These are in the ordinary course of business. As at December 31, 2021 the total value of the guarantees is AU$36,903 thousand (2020: AU$36,913 thousand). The obligations, to which the guarantees relate, have been provided for on the balance sheet under provisions (see note 16). |
Relationship with Parent and re
Relationship with Parent and related entities | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Relationship with Parent and related entities | |||
Relationship with Parent and related entities | 21. Relationship with Parent and related entities Allocation of general corporate expenses Historically, the Company has been managed and operated with the assistance of personnel employed by Glencore Australia Holdings Pty Limited (“Glencore Australia Holdings”), a wholly owned subsidiary of the Parent. Accordingly, certain shared costs have been recharged to the Company and reflected as expenses in the unaudited interim condensed financial statements. Management believes the allocation methodologies are a reasonable reflection of the utilization of services provided to or the benefits received by the Company during the periods presented. The expenses reflected in the unaudited interim condensed statement of profit or loss and other comprehensive income may not be indicative of expenses that will be incurred by the Company in the future. Glencore Australia Holdings provides certain services, which include, but are not limited to, executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology, and other corporate departments. Centralized cash management Glencore Australia Holdings has a centralized cash management arrangement where, on a periodic basis, excess cash balances with certain affiliated entities including Cobar are swept to Glencore Australia Holdings and mixed with cash from other affiliated entities. Cobar also participates in Glencore Australia Holdings notional cash pooling arrangements with Commonwealth Bank of Australia (the “Group Limit Facility”). This permits individual bank accounts participating in the Group Limit Facility to be overdrawn as long as consolidated funds across the entire Group Limit Facility is net positive. For purpose of the financial statements, cash only included dedicated bank accounts in the legal name of Cobar. Loans with related parties All transactions and balances between Cobar and the Parent during the period prior to the carve-out, which were not historically settled in cash, were considered to be effectively settled in cash in the unaudited interim condensed financial statements at the time the transaction was recorded. The total net effect of the settlement of these transactions between Cobar and the Parent were reflected in the unaudited interim condensed statement of cash flows as “Net transactions with the Parent” as financing activity and in the unaudited interim condensed statement of financial position and the interim condensed statement of changes in equity as “Parent net investment”. Cobar’s equity balance represents share capital, retained earnings and Parent net investment. Parent net investment represents the cumulative investment by the Parent in Cobar through the transaction date. Subsequent movements in the Glencore Investment tax loan and Glencore Australia Holdings working capital loan have been included within Parent net investment. Sales to Glencore International AG The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG, the revenue and cost of goods sold in the interim condensed statement of profit and loss and other comprehensive income reflect the sale of this copper concentrate with Glencore International AG. These are recognized within trade receivables from related entities in the unaudited interim condensed statement of financial position. Parent net investment As discussed in the basis of presentation in note 2, Parent net investment is primarily impacted by contributions from Glencore Australia Holdings as a result of treasury activities and net funding provided by or distributed to Glencore Australia Holdings. The Parent net investment is not distributable. All significant intercompany transactions between the Company and the Parent have been considered to be forgiven at the time the purchase and sale of Cobar is completed and are recorded and reflected as a net decrease in Parent net investment. The components of Parent net investment include movements to net transactions with the Parent as detailed below for the three months ended March 31, 2023 and 2022: Three months ended March 31 US$thousand 2023 2022 Parent net investment At January 1 $ 162,467 $ 135,797 Glencore Investment tax loan 1,370 10,220 Glencore Australia Holdings working capital (10,397) (21,269) Uncertain tax position 1,256 5,019 Net transactions with Parent (7,771) (6,030) At March 31 $ 154,696 $ 129,767 Glencore Investment tax loan The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head company. Tax payments from companies within tax consolidated group, including the Company, are made by Glencore Investment and settled through intercompany loans. Glencore Australia Holdings working capital The Company is party to an intercompany facility agreement with Glencore Australia Holdings which provides liquidity and cash management to the Company on an as needed basis. Glencore Australia Holdings has provided a letter of support to support the Company’s operations for a period of 12 months from the date of issuance of the financial statements while the Company remains a wholly owned subsidiary of the Parent. Uncertain tax position As noted above, the Company is part of the Glencore Investment tax consolidated group and the uncertain tax provision movements are booked through intercompany loans. The movements in the uncertain tax provision are non-cash. See note 9 for details on uncertain tax position movements. Uncertain tax position The loans are booked through Parent net investment as they form part of the capital structure of the Company as they represent an investment into the business by the Parent and related parties of the Company. Related party transactions Purchases of Trade receivables Trade payables Sales of goods goods and due from related due to related US$ thousand and services services parties parties Glencore International AG 2023 $ 65,227 $ — $ — $ 994 2022 76,516 — 9,052 — Glencore Australia Oil Pty Limited 2023 — (1,299) — 460 2022 — (1,202) — 545 Glencore Australia Holdings Pty Limited 2023 — (299) — — 2022 — (246) — — Other related parties 2023 — (369) — 266 2022 — (331) — 254 In the normal course of business, the Company enters into various arm’s length transactions with related parties including fixed and floating price commitments to sell and to purchase commodities, forward sale and purchase contracts. Remuneration of key management personnel Glencore Australia Holdings provides key management personnel services to the Company. The Company has not had a separate management team during the three months ended March 31, 2023 and the three months ended March 31, 2022. Key management personnel include the General Manager of the CSA mine. The Company pays a portion of overheads and key management personnel fees to Glencore Australia Holdings (see allocation of general corporate expenses above). | 22. Relationship with Parent and related entities Allocation of general corporate expenses Historically, the Company has been managed and operated with the assistance of personnel employed by Glencore Australia Holdings Pty Limited (“Glencore Australia Holdings”), a wholly owned subsidiary of the Parent. Accordingly, certain shared costs have been recharged to the Company and reflected as expenses in the financial statements. Management believes the allocation methodologies are a reasonable reflection of the utilization of services provided to or the benefits received by the Company during the periods presented. The expenses reflected in the statement of profit or loss and other comprehensive income may not be indicative of expenses that will be incurred by the Company in the future. Glencore Australia Holdings provides certain services, which include, but are not limited to, executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology, and other corporate departments. Centralized cash management Glencore Australia Holdings has a centralized cash management arrangement where, on a periodic basis, excess cash balances with certain affiliated entities including Cobar are swept to Glencore Australia Holdings and mixed with cash from other affiliated entities. Cobar also participates in Glencore Australia Holdings notional cash pooling arrangements with Commonwealth Bank of Australia (the Group Limit Facility). This permits individual bank accounts participating in the Group Limit Facility to be overdrawn as long as consolidated funds across the entire Group Limit Facility is net positive. For purpose of the financial statements, cash only included dedicated bank accounts in the legal name of Cobar. Loans with related parties All transactions and balances between Cobar and the Parent during the period prior to the carve-out, which were not historically settled in cash, were considered to be effectively settled in cash in the financial statements at the time the transaction was recorded. The total net effect of the settlement of these transactions between Cobar and the Parent were reflected in the statement of cash flows as “Net transactions with the Parent” as financing activity and in the statement of financial position and the statement of changes in equity as “Parent net investment”. Cobar’s equity balance represents share capital, retained earnings and Parent net investment. Parent net investment represents the cumulative investment by the Parent in Cobar through the transaction date. Subsequent movements in the Glencore Investment tax loan and Glencore Australia Holdings working capital loan have been included within Parent net investment. Sales to Glencore International AG The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG, the revenue and cost of goods sold in the statement of profit or loss and other comprehensive income reflect the sale of this copper concentrate with Glencore International AG. These are recognized within trade receivables from related entities in the statement of financial position. 22. Relationship with Parent and related entities (Continued) Parent net investment As discussed in the basis of preparation in note 2, Parent net investment is primarily impacted by contributions from Glencore Australia Holdings as a result of treasury activities and net funding provided by or distributed to Glencore Australia Holdings. The Parent net investment is not distributable. All significant intercompany transactions between the Company and the Parent have been considered to be forgiven at the time the purchase and sale of Cobar is completed and are recorded and reflected as a net (decrease)/ increase in Parent net investment. The components of Parent net investment include movements to net transactions with the Parent as detailed below: US$ thousand 2022 2021 Parent net investment As at January 1 135,797 309,998 Glencore Investment tax loan 8,629 19,461 Glencore Australia Holdings working capital 5,646 (74,816) Uncertain tax position 12,395 (118,846) Net transactions with Parent 26,670 (174,201) As at December 31 162,467 135,797 Glencore Investment tax loan The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment, a subsidiary of the Parent, is the head company (see note 2.15). Tax payments from companies within the tax consolidated group, including the Company, are made by Glencore Investment and settled through intercompany loans. Glencore Australia Holdings working capital The Company is party to an intercompany facility agreement with Glencore Australia Holdings which provides liquidity and cash management to the Company on an as needed basis. Glencore Australia Holdings has provided a letter of support to support the Company’s operations for a period of 12 months from the date of issuance of the financial statements while the Company remains a wholly owned subsidiary of the Parent. Uncertain tax position As noted above, the Company is part of the Glencore Investment tax consolidated group and the uncertain tax provision movements are booked through intercompany loans. The movements in the uncertain tax provision are non-cash. See note 9 for details on uncertain tax position movements. The loans are booked through Parent net investment as they form part of the capital structure of the Company as they represent an investment into the business by the Parent and related parties of the Company. 22. Relationship with Parent and related entities (continued) Related party transactions and balances Purchases of Trade receivables Trade payables Sales of goods goods and due from due to related US$ thousand and services services related parties parties Glencore International AG 2022 219,705 — 9,052 — 2021 273,380 — 2,551 — Glencore Australia Oil Pty Limited 2022 — (5,385) — (545) 2021 — (4,349) — (421) Glencore Australia Holdings Pty Limited 2022 — (1,306) — — 2021 — (1,443) — — Other related parties 2022 — (1,501) — (254) 2021 — (1,326) — (231) In the normal course of business, the Company enters into various arm’s length transactions with related parties including fixed and floating price commitments to sell and to purchase commodities, forward sale and purchase contracts. Remuneration of key management personnel Glencore Australia Holdings provides key management personnel services to the Company. The Company has not had a separate management team during the years ended December 31, 2022 and 2021. Key management personnel include the General Manager of the CSA mine. The Company pays a portion of overheads and key management personnel fees to Glencore Australia Holdings (see allocation of general corporate overheads above). | 22. Relationship with Parent and related entities Allocation of general corporate expenses Historically, the Company has been managed and operated with the assistance of personnel employed by Glencore Australia Holdings Pty Limited (“Glencore Australia Holdings”), a wholly owned subsidiary of the Parent. Accordingly, certain shared costs have been recharged to the Company and reflected as expenses in the financial statements. Management believes the allocation methodologies are a reasonable reflection of the utilization of services provided to or the benefits received by the Company during the periods presented. The expenses reflected in the statement of profit or loss and other comprehensive income may not be indicative of expenses that will be incurred by the Company in the future. Glencore Australia Holdings provides certain services, which include, but are not limited to, executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology, and other corporate departments. Centralized cash management Glencore Australia Holdings has a centralized cash management arrangement where, on a periodic basis, excess cash balances with certain affiliated entities including Cobar are swept to Glencore Australia Holdings and mixed with cash from other affiliated entities.. Cobar also participates in Glencore Australia Holdings notional cash pooling arrangements with Commonwealth Bank of Australia (the Group Limit Facility). This permits individual bank accounts participating in the Group Limit Facility to be overdrawn as long as consolidated funds across the entire Group Limit Facility is net positive. For purpose of the financial statements, cash only included dedicated bank accounts in the legal name of Cobar, Acelight and Isokind. Loans with related parties All transactions and balances between Cobar and the Parent during the period prior to the carve-out, which were not historically settled in cash, were considered to be effectively settled in cash in the financial statements at the time the transaction was recorded. The total net effect of the settlement of these transactions between Cobar and the Parent were reflected in the statement of cash flows as “Net transactions with the Parent” as financing activity and in the statement of financial position and the statement of changes in equity as “Parent net investment”. Cobar’s equity balance represents share capital, retained earnings and Parent net investment. Parent net investment represents the cumulative investment by the Parent in Cobar through the transaction date. Subsequent movements in the Glencore Investment tax loan and Glencore Australia Holdings working capital loan have been included within Parent net investment. Sales to Glencore International AG The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG, the revenue and cost of goods sold in the statement of profit or loss and other comprehensive income reflect the sale of this copper concentrate with Glencore International AG. These are recognized within trade receivables from related entities in the statement of financial position. Parent net investment As discussed in the basis of preparation in note 2, Parent net investment is primarily impacted by contributions from Glencore Australia Holdings as a result of treasury activities and net funding provided by or distributed to Glencore Australia Holdings. The Parent net investment is not distributable. All significant intercompany transactions between the Company and the Parent have been considered to be forgiven at the time the purchase and sale of Cobar is completed and are recorded and reflected as a net (decrease)/increase in Parent net investment. The components of Parent net investment include movements to net transactions with the Parent as detailed below: US$thousand 2021 2020 Parent net investment At January 1 309,998 266,976 Glencore Investment tax loan 19,461 7,908 Glencore Australia Holdings working capital (74,816) 6,402 Uncertain tax position (118,846) 28,712 Net transactions with Parent (174,201) 43,022 At December 31 135,797 309,998 Glencore Investment tax loan The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head company (see note 2.16). Tax payments from companies within tax consolidated group, including the Company, are made by Glencore Investment and settled through intercompany loans. Glencore Australia Holdings working capital The Company is party to an intercompany facility agreement with Glencore Australia Holdings which provides liquidity and cash management to the Company on an as needed basis. Uncertain tax position As noted above, the Company is part of the Glencore Investment tax consolidated group and the uncertain tax provision movements are booked through intercompany loans. The movements in the uncertain tax provision are non-cash. See note 10 for details on uncertain tax position movements. The loans are booked through Parent net investment as they form part of the capital structure of the Company as they represent an investment into the business by the Parent and related parties of the Company. Related party transactions Sales of Purchases of Trade receivables Trade payables goods and goods and due from due to related US$thousand services services related parties parties Glencore International AG 2021 273,380 — 2,551 — 2020 202,183 — 8,861 — January 1, 2020 6,718 — Glencore Australia Oil Pty Limited 2021 — (4,349) — (421) 2020 — (5,969) — — January 1, 2020 — — Glencore Australia Holdings Pty Limited 2021 — (1,443) — — 2020 — (2,768) — — January 1, 2020 — — Other related parties 2021 — (1,326) — (231) 2020 — (1,017) — — January 1, 2020 — (481) In the normal course of business, the Company enters into various arm’s length transactions with related parties including fixed and floating price commitments to sell and to purchase commodities, forward sale and purchase contracts. Remuneration of key management personnel Glencore Australia Holdings provides key management personnel services to the Company. The Company has not had a separate management team during the years ended December 31, 2021 and 2020. Key management personnel include the General Manager of the CSA mine. The Company pays a portion of overheads and key management personnel fees to Glencore Australia Holdings (see allocation of general corporate overheads above). |
Share capital
Share capital | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share capital | |||
Share capital | 22. Share capital Issued shares March 31, 2023 December 31, 2022 Ordinary shares fully paid - Cobar Management Pty. Limited 1 1 1 1 Ordinary shares are fully paid and have no par value, carry one vote per share, and receive dividends at the discretion of the Company. Ordinary shares issued and fully paid Share capital Number of shares US$thousand Balance at January 1, 2023 1 $ — Balance at March 31, 2023 1 $ — | 23. Share capital Issued shares 2022 2021 Ordinary shares fully paid 1 1 1 1 Ordinary shares are fully paid and have no par value, carry one vote per share, and receive dividends at the discretion of the Company. Ordinary shares issued and fully paid Number of Share capital shares US$ thousand Balance as at January 1, 2021 and December 31, 2021 1 — Balance as at December 31, 2022 1 — | 23. Share capital January 1, Issued shares 2021 2020 2020 Ordinary shares fully paid 1 1 1 1 1 1 Ordinary shares are fully paid and have no par value, carry one vote per share, and receive dividends at the discretion of the Company. Ordinary shares issued and fully paid Number of Share capital shares US$thousand Balance at January 1, 2020 and December 31, 2020 1 — Balance at December 31, 2021 1 — |
Deed of cross guarantee
Deed of cross guarantee | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deed of cross guarantee | |||
Deed of cross guarantee | 23. Deed of cross guarantee The Company has entered into a Deed of Cross-Guarantee (the “Deed”) with Glencore Investment on December 4, 2018. Pursuant to the Deed, in the event of any member of the Closed Group, being the holding entity Glencore Investment and its wholly-owned entities, being wound up, each party to the Deed guarantees to each creditor of the member being wound up, payment in full of that member’s debt. As at March 31, 2023 and December 31, 2022 no amounts were recognized in respect of the Deed. | 24. Deed of cross guarantee The entities that collectively are the Company have entered into a Deed of Cross-Guarantee (the “Deed”) with Glencore Investment on December 4, 2018. Pursuant to the Deed, in the event of any member of the Closed Group, being the holding entity Glencore Investment and its wholly-owned entities, being wound up, each party to the Deed guarantees to each creditor of the member being wound up, payment in full of that member’s debt. As at December 31, 2022 and 2021 no amounts were recognized in respect of the Deed. | 24. Deed of cross guarantee The entities that collectively are the Company have entered into a Deed of Cross-Guarantee (the “Deed”) with Glencore Investment Pty Limited (“Glencore Investment”) on December 4, 2018. Pursuant to the Deed, in the event of any member of the Closed Group, being the holding entity Glencore Investment and its wholly-owned entities, being wound up, each party to the Deed guarantees to each creditor of the member being wound up, payment in full of that member’s debt. As at December 31, 2021 and 2020 no amounts were recognized in respect of the Deed. |
Earnings per share
Earnings per share | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings per share | |||
Earnings per share | 24. Earnings per share Three months ended March 31 US$thousand 2023 2022 Profit for the purpose of basic earnings per share being net profit attributable to owners of the Company $ 5,102 $ 13,539 Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 Profit for the purpose of diluted earnings per share $ 5,102 $ 13,539 Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic earnings per share $ 5,102 $ 13,539 Diluted earnings per share $ 5,102 $ 13,539 | 25. Earnings per share US$ thousand 2022 2021 (Loss)/profit for the purpose of basic earnings per share being net profit attributable to (5,359) 166,495 Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 (Loss)/profit for the purpose of diluted earnings per share (5,359) 166,495 Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic (loss)/earnings per share (5,359) 166,495 Diluted (loss)/earnings per share (5,359) 166,495 | 25. Earnings per share US$thousand 2021 2020 Profit/(loss) for the purpose of basic earnings per share being net profit attributable to owners of the Company 166,495 (29,137) Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 Profit/(loss) for the purpose of diluted earnings per share 166,495 (29,137) Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic earnings/(loss) per share 166,495 (29,137) Diluted earnings/(loss) per share 166,495 (29,137) |
Subsequent events_2_3
Subsequent events | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent events | |||
Subsequent events | 25. Subsequent events On May 5, 2023 the Company received a notification from the NSW Government Resource Regulator to increase the bank guarantees to secure funding for the fulfilment of rehabilitation obligations, from $24,730 thousand (AU$36,891 thousand) to $53,379 thousand (AU$79,981 thousand). No other matters or circumstances have arisen since the end of the three-month period that have significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of the Company in subsequent financial years. | 26. Subsequent events No matters or circumstances have arisen since the end of the financial year that have significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of the Company in subsequent financial years. | 26. Subsequent events On March 17, 2022, Glencore Operations Australia Pty Limited, entered into an Agreement with Metals Acquisition Corp (“MAC”) for the sale of Cobar Management Pty Limited for $1.05 billion in cash and $50 million equity stake in MAC and a 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. On November 22, 2022, Glencore Operations Australia entered a binding deed of amendment with MAC in respect of the March 17, 2022 agreement. Refer to note 1 for details. No other matters or circumstances have arisen since the end of the financial year that have significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of the Company in subsequent financial years. |
Significant accounting polic_14
Significant accounting policies (Policies) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant accounting policies | |||
Basis of preparation | 2.1 Basis of preparation The unaudited interim condensed financial statements are general purpose financial statements, which have been prepared in accordance with IAS 34 Interim Financial Reporting The Company’s financial information is presented as financial information using the historical results of operations and the historical bases of assets and liabilities of the Parent. The share of Cobar is owned by, and all operations of Cobar are controlled, by the Parent. The business of the Company is the operation of the CSA mine in New South Wales, Australia. Management of the Company believes assumptions underlying the unaudited interim condensed financial statements are reasonable. However, the unaudited interim condensed financial statements may not be indicative of the interim condensed financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The interim condensed statement of profit or loss and other comprehensive income includes all revenues and costs directly attributable to the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to Cobar based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in Cobar. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 21 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head entity. The unaudited interim condensed financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. | 2.1 Basis of preparation The financial statements are general purpose financial statements, which have been prepared on a stand-alone basis and are derived from Glencore plc’s consolidated financial statements and accounting records in which the Company was consolidated. Glencore plc’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board(“IASB”) and based on Glencore plc’s transition to IFRS which had occurred prior to its initial public offering in 2011. The financial statements include the historical results of operations, financial position and cash flows of the Company for the periods presented and have been prepared in accordance with the IFRS as issued by the IASB. The Company’s financial information is presented using the historical results of operations and the historical bases of assets and liabilities of the Parent. The business of the Company is the operation of the CSA copper mine in New South Wales Australia. Management of the Company believes assumptions underlying the financial statements are reasonable. However, the financial statements may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The statement of profit or loss and other comprehensive income include all revenues and costs directly attributable the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to the Company based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in the Company. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 22 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment, a subsidiary of the Parent, is the head entity. See note 2.15 ‘Income taxes’ for more information. The financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases Inventories Impairment of assets In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern As at December 31, 2022, the Company has a net current liability position of $3,127 thousand and a loss for the year of $5,359 thousand, but net cash generated by operating activities of $54,547 thousand. Based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. | 2.1 Basis of preparation The financial statements are general purpose financial statements, which have been prepared on a stand-alone basis and are derived from Glencore plc’s consolidated financial statements and accounting records in which the Company was consolidated. Glencore plc’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board (“IASB”) and based on Glencore plc’s transition to IFRS which had occurred prior to its initial public offering in 2011. The financial statements include the historical results of operations, financial position and cash flows of the Company for the periods presented and have been prepared in accordance with the IFRS as issued by the IASB. The Company’s financial information is presented using the historical results of operations and the historical bases of assets and liabilities of the Parent. The business of the Company is the operation of the CSA copper mine in New South Wales Australia. Management of the Company believes assumptions underlying the financial statements are reasonable. However, the financial statements may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The statement of profit or loss and other comprehensive income include all revenues and costs directly attributable the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to the Company based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in the Company. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 22 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head entity. See note 2.16 ‘Income taxes’ for more information. The financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases Inventories Impairment of assets In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern Based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. |
COVID-19 | 2.2 COVID-19 The Company is aware that COVID-19 has the capacity to adversely affect the future financial performance of the Company in a variety of ways, including: significant COVID-19 specific costs, disruptions to supply chain (including purchasing, production, and transportation) and volatility in the price for copper. Depending on the duration and extent of the impact of COVID-19 and if any of the aforementioned risks materialise, it may become necessary to reassess certain accounting conclusions and disclosures including the valuation of inventories, fair value measurements, the impairment of non-financial assets, adequacy of provisions, expected credit loss assumptions, and the extent of the impact on the results of operations and cash flows. | 2.3 COVID-19 The Company is aware that COVID-19 has the capacity to adversely affect the future financial performance of the Company in a variety of ways, including: significant COVID-19 specific costs, disruptions to supply chain (including purchasing, production, and transportation) and volatility in the price for copper. Depending on the duration and extent of the impact of COVID-19 and if any of the aforementioned risks materialise, it may become necessary to reassess certain accounting conclusions and disclosures including the valuation of inventories, fair value measurements, the impairment of non-financial assets, adequacy of provisions, expected credit loss assumptions, and the extent of the impact on the results of operations and cash flows. | |
Application of new and revised accounting standards | 2.2 Application of new and revised accounting standards These unaudited interim condensed financial statements are prepared using the same accounting policies as applied in the audited 2022 financial statements. The following clarification revision to existing accounting pronouncements became effective as of January 1, 2023 and has been adopted by the Company. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The amendments did not have a material impact on these unaudited interim condensed financial statements. | 2.3 Application of new and revised accounting standards Adoption of new and revised standards In the current year, the Company has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (“the IASB”) that are relevant to its operations and effective for the current annual reporting year. The nature and impact of each new standard or amendment is described below: Amendments to IAS 16 — Proceeds before intended use The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The adoption of these amendments have not had a material impact on the Company. New and revised standards not yet effective IFRS Standards and Interpretations that are issued, but are not yet effective, up to the date of issuance of the financial statements, which are applicable to the Company, are disclosed below. The Company will apply these amendments, as applicable, when they become effective. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The Company has assessed the potential impact of the amendments on these financial statements and does not expect a material impact. | 2.4 Application of new and revised accounting standards Adoption of new and revised standards As these financial statements are the first prepared for the Company all new and revised Standards and Interpretations issued by the International Accounting Standards Board (“the IASB”) have been adopted. New and revised standards not yet effective IFRS Standards and Interpretations that are issued, but are not yet effective, up to the date of issuance of the financial statements, which are applicable to the Company, are disclosed below. The Company will apply these amendments, as applicable, when they become effective. Annual Improvements 2018-2020 and Other Amendments — effective for year ends beginning on or after January 1, 2022 The amendments clarify certain requirements in: ● IFRS 1 First-time Adoption of International Financial Reporting Standards; ● IFRS 3 Business Combinations; ● IFRS 9 Financial Instruments; ● IFRS 16 Property, Plant and Equipment; and ● IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Amendments to IFRS 16 — Proceeds before intended use — effective for year ends beginning on or after January 1, 2022 The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The Company has assessed the potential impact of the amendment on these financial statements and does not expect a material impact. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The Company is assessing the potential impact of the amendments on these financial statements. |
Revenue recognition | 2.4 Revenue recognition Revenue is derived principally from the sale of goods and recognized when the performance obligations have been satisfied upon transfer of control of the goods from the Company to the customer. Revenue is measured based on consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue related to the sale of goods is recognized when the product is delivered to the destination specified by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises and the customer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. The sales price is determined on a provisional basis at the date of sale as the final selling price is subject to movements in market prices up to the date of final pricing, normally ranging from 30 to 90 days after initial booking (provisionally priced sales). As the pricing only varies based on future market prices after the performance obligation has been satisfied, this is not considered to be variable consideration. The Company’s right to the consideration is unconditional as only the passage of time is required before payment is due and, therefore, the Company accounts for the receivable under IFRS 9. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. The revenue adjustment mechanism embedded within provisionally priced sales arrangements has the character of a commodity derivative. Accordingly, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognized as an adjustment to revenue. In all cases, fair value is estimated by reference to forward market prices. The principal risks associated with recognition of sales on a provisional basis include commodity price fluctuations between the date the sale is recorded and the date of final settlement. If a significant decline in commodity prices occurs, it is reasonably possible the Company could be required to pay the difference between the provisional price and final selling price. Revenues from the sale of silver, a by-product in the production of copper concentrate, are included within revenue from the sale of concentrate, which includes copper and silver. The Company is responsible for providing certain shipping and insurance services to the customer, which is generally before the date at which the Company has transferred control of the goods. These services are not distinct within the context of the contract, and they are not separately identifiable from other promises within the contract. Accordingly, shipping and insurance services are not considered separate performance obligations and are treated as costs to fulfill the promise to transfer the related products. Any customer payments of shipping and handling costs are recorded within revenue. While the Company’s customer has an option to take deliveries of the goods on Cost and Freight (“CFR”) and Cost, Insurance and Freight (“CIF”) basis, the customer generally opts for Free on Board (“FOB”) based delivery where the Company is responsible for loading the purchased goods onto the ship, and all costs associated up to that point. | 2.5 Revenue recognition Revenue is derived principally from the sale of goods and recognized when the performance obligations have been satisfied upon transfer of control of the goods from the Company to the customer. Revenue is measured based on consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue related to the sale of goods is recognized when the product is delivered to the destination specified by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises and the customer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. The sales price is determined on a provisional basis at the date of sale as the final selling price is subject to movements in market prices up to the date of final pricing, normally ranging from 30 to 90 days after initial booking (provisionally priced sales). As the pricing only varies based on future market prices after the performance obligation has been satisfied, this is not considered to be variable consideration. The Company’s right to the consideration is unconditional as only the passage of time is required before payment is due and, therefore, the Company accounts for the receivable under IFRS 9. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. The revenue adjustment mechanism embedded within provisionally priced sales arrangements has the character of a commodity derivative. Accordingly, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognized as an adjustment to revenue. In all cases, fair value is estimated by reference to forward market prices. The principal risks associated with recognition of sales on a provisional basis include commodity price fluctuations between the date the sale is recorded and the date of final settlement. If a significant decline in commodity prices occurs, it is reasonably possible the Company could be required to pay the difference between the provisional price and final selling price. Revenues from the sale of silver, a by-product in the production of copper concentrate, are included within revenue from the sale of concentrate, which includes copper and silver. The Company is responsible for providing certain shipping and insurance services to the customer, which is generally before the date at which the Company has transferred control of the goods. These services are not distinct within the context of the contract, and they are not separately identifiable from other promises within the contract. Accordingly, shipping and insurance services are not considered separate performance obligations and are treated as costs to fulfill the promise to transfer the related products. Any customer payments of shipping and handling costs are recorded within revenue. While the Company’s customer has an option to take deliveries of the goods on Cost and Freight (“CFR”) and Cost, Insurance and Freight (“CIF”) basis, the customer generally opts for Free on Board (“FOB”) based delivery where the Company is responsible for loading the purchased goods onto the ship, and all costs associated up to that point. | |
Foreign currency translation | 2.5 Foreign currency translation The Company’s reporting currency and the functional currency of each of the entities collectively forming the Company is the U.S. dollar as this is assessed to be the principal currency of the economic environment in which it operates. All operating revenue generated by Cobar is in the U.S. dollar and all the funding arrangements through Parent net investment (see note 22) are denominated in the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are converted into the functional currency using the exchange rate prevailing at the transaction date. Monetary assets and liabilities outstanding at year end are converted at year-end rates. The resulting exchange differences are recorded in the statement of profit or loss and other comprehensive income. The average and closing AUD/USD foreign currency exchange rates at 2022 and 2021 are listed below: Average Closing FX rate FX rate 2021 0.7512 0.7272 2022 0.6935 0.6804 | 2.6 Foreign currency translation The Company’s reporting currency and the functional currency of each of the entities collectively forming the Company is the U.S. dollar as this is assessed to be the principal currency of the economic environment in which it operates. All operating revenue generated by Cobar is in the U.S. dollar and all the funding arrangements through Parent net investment (see note 22) are denominated in the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are converted into the functional currency using the exchange rate prevailing at the transaction date. Monetary assets and liabilities outstanding at year end are converted at year-end rates. The resulting exchange differences are recorded in the statement of profit or loss and other comprehensive income. The average and closing AUD/USD foreign currency exchange rates at 2020 and 2021 are listed below: Average Closing FX rate FX rate 2020 0.6884 0.7706 2021 0.7512 0.7272 | |
Property, plant and equipment | 2.6 Property, plant and equipment Property, plant and equipment are initially recognized at cost, being the fair value of the consideration given to acquire or construct the asset, including directly attributable costs required to bring the asset to the location or to a condition necessary for operation and the direct cost of dismantling and removing the asset, less accumulated depreciation and any accumulated impairment losses. Property, plant and equipment are depreciated to their estimated residual value over the estimated useful life of the specific asset concerned, or the estimated remaining life of mine (“LOM”), field or lease. Depreciation commences when the asset is available for use. The major categories of property, plant and equipment are depreciated/amortized on a units of production (“UOP”) and/or straight-line basis. Depreciation of property, plant and equipment using UOP method over the LOM is based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). The portion of mineral resources are included in depreciation calculations where they are expected to be classified as mineral reserves based on high degree of confidence that they will be extracted in an economic manner. Assets under construction are included in Plant and equipment and since the assets are not yet available for use, are not depreciated. The estimated useful lives for the current and comparative periods are as follows: Buildings 10 Freehold land Not depreciated Plant and equipment 3 Right-of-use assets 2 Mine development UOP Mine development Mine development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable mineral reserves, including shafts, adits, drifts, ramps, permanent excavations, and infrastructure. Costs incurred before mineral resources are classified as proven and probable reserves are expensed as incurred. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves and such proposed development receives the appropriate approvals. All subsequent development expenditure is similarly capitalized, provided commercial viability conditions continue to be satisfied. Proceeds from the sale of product extracted during the development phase are netted against development expenditure. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. Depreciation for mine development costs is determined using the UOP method based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). Depreciation, depletion and amortization using the UOP method is recorded upon production of finished goods, at which time it is allocated to inventory cost and then included as a component of cost of goods sold. Other assets are depreciated on a straight-line basis over estimated useful lives for the related assets. | 2.7 Property, plant and equipment Property, plant and equipment are initially recognized at cost, being the fair value of the consideration given to acquire or construct the asset, including directly attributable costs required to bring the asset to the location or to a condition necessary for operation and the direct cost of dismantling and removing the asset, less accumulated depreciation and any accumulated impairment losses. Property, plant and equipment are depreciated to their estimated residual value over the estimated useful life of the specific asset concerned, or the estimated remaining life of mine (“LOM”), field or lease. Depreciation commences when the asset is available for use. The major categories of property, plant and equipment are depreciated/amortized on a units of production (“UOP”) and/or straight-line basis. Depreciation of property, plant and equipment using UOP method over the LOM is based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). The portion of mineral resources are included in depreciation calculations where they are expected to be classified as mineral reserves based on high degree of confidence that they will be extracted in an economic manner. Assets under construction are included in Plant and equipment and since the assets are not yet available for use, are not depreciated. The estimated useful lives for the current and comparative periods are as follows: Buildings 10 – 45 years/Straight-line Freehold land Not depreciated Plant and equipment 3 – 30 years/UOP Right-of-use assets 2 – 30 years Mine development UOP Mine development Mine development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable mineral reserves, including shafts, adits, drifts, ramps, permanent excavations, and infrastructure. Costs incurred before mineral resources are classified as proven and probable reserves are expensed as incurred. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves and such proposed development receives the appropriate approvals. All subsequent development expenditure is similarly capitalized, provided commercial viability conditions continue to be satisfied. Proceeds from the sale of product extracted during the development phase are netted against development expenditure. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. Depreciation for mine development costs is determined using the UOP method based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). Depreciation, depletion and amortization using the UOP method is recorded upon production of finished goods, at which time it is allocated to inventory cost and then included as a component of cost of goods sold. Other assets are depreciated on a straight-line basis over estimated useful lives for the related assets. | |
Leases | 2.7 Leases As lessee, the Company assesses whether a contract contains a lease at inception of a contract. The Company recognizes a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements in which it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the future lease payments from the commencement date of the lease. The lease payments are discounted using the asset and company specific incremental borrowing rates. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability, with a corresponding adjustment to the related right-of-use assets, whenever: ● The lease term changes or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● The lease payments change due to the changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; ● A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification. The right-of-use assets are initially recognized in the statement of financial position at cost, which comprises the amount of the initial measurement of the corresponding lease liability, adjusted for any lease payments made at or prior to the commencement date of the lease, any lease incentive received and any initial direct costs incurred, and expected costs for obligations to dismantle and remove right-of-use assets when they are no longer used. Right-of-use assets are recognized within property, plant and equipment in the statement of financial position. Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the right-of-use asset or the end of the lease term. | 2.8 Leases As lessee, the Company assesses whether a contract contains a lease at inception of a contract. The Company recognizes a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements in which it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the future lease payments from the commencement date of the lease. The lease payments are discounted using the asset and company specific incremental borrowing rates. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability, with a corresponding adjustment to the related right-of-use assets, whenever: ● The lease term changes or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● The lease payments change due to the changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; ● A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification. The right-of-use assets are initially recognized in the statement of financial position at cost, which comprises the amount of the initial measurement of the corresponding lease liability, adjusted for any lease payments made at or prior to the commencement date of the lease, any lease incentive received and any initial direct costs incurred, and expected costs for obligations to dismantle and remove right-of-use assets when they are no longer used. Right-of-use assets are recognized within property, plant and equipment in the statement of financial position. Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the right-of-use asset or the end of the lease term. | |
Restoration, rehabilitation and decommissioning | 2.8 Restoration, rehabilitation and decommissioning Restoration, rehabilitation and decommissioning costs arising from the installation of plant and other site preparation work, discounted using a risk free discount rate to their net present value, are provided for and capitalized at the time such an obligation arises. The costs are charged to the statement of profit or loss and other comprehensive income over the life of the operation through depreciation of the asset and the accretion expense of the discount on the provision. Costs for restoration of subsequent site disturbance, which is created on an ongoing basis during production, are provided for at their net present values and charged to the statement of profit or loss and other comprehensive income as extraction progresses. Changes in the estimated timing of the rehabilitation or changes to the estimated future costs are accounted for prospectively by recognizing an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates, provided the reduction in the provision is not greater than the depreciated capitalized cost of the related asset, in which case the capitalized cost is reduced to nil and the remaining adjustment recognized in the statement of profit or loss and other comprehensive income. In the case of closed sites, changes to estimated costs are recognized immediately in the statement of profit or loss and other comprehensive income. | 2.9 Restoration, rehabilitation and decommissioning Restoration, rehabilitation and decommissioning costs arising from the installation of plant and other site preparation work, discounted using a risk free discount rate to their net present value, are provided for and capitalized at the time such an obligation arises. The costs are charged to the statement of profit or loss and other comprehensive income over the life of the operation through depreciation of the asset and the accretion expense of the discount on the provision. Costs for restoration of subsequent site disturbance, which is created on an ongoing basis during production, are provided for at their net present values and charged to the statement of profit or loss and other comprehensive income as extraction progresses. Changes in the estimated timing of the rehabilitation or changes to the estimated future costs are accounted for prospectively by recognizing an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates, provided the reduction in the provision is not greater than the depreciated capitalized cost of the related asset, in which case the capitalized cost is reduced to nil and the remaining adjustment recognized in the statement of profit or loss and other comprehensive income. In the case of closed sites, changes to estimated costs are recognized immediately in the statement of profit or loss and other comprehensive income. | |
Intangible assets | 2.9 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization (calculated on a straight- line basis over their useful lives) and accumulated impairment losses, if any. The major categories of intangibles are amortized on a straight-line basis as follows: Licences and software 3 | 2.10 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization (calculated on a straight-line basis over their useful lives) and accumulated impairment losses, if any. The major categories of intangibles are amortized on a straight-line basis as follows: Licences and software 3 – 9 years | |
Impairment or impairment reversals | 2.10 Impairment or impairment reversals The Company conducts, at least annually, an internal review of asset values which is used as a source of information to assess for any indications of impairment. Formal impairment tests are carried out when events or changes in circumstances indicate the carrying value may not be recoverable. A formal impairment test involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the CGU level. If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the lower amount. For those assets which were impaired in prior periods, if their recoverable amount exceeds their carrying amount, an impairment reversal is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the higher amount to the extent the increased carrying amount does not exceed the carrying value of the asset that would have been determined had no impairment previously been recognized. Goodwill impairments cannot be subsequently reversed. | 2.11 Impairment or impairment reversals The Company conducts, at least annually, an internal review of asset values which is used as a source of information to assess for any indications of impairment. Formal impairment tests are carried out when events or changes in circumstances indicate the carrying value may not be recoverable. A formal impairment test involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the CGU level. If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the lower amount. For those assets which were impaired in prior periods, if their recoverable amount exceeds their carrying amount, an impairment reversal is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the higher amount to the extent the increased carrying amount does not exceed the carrying value of the asset that would have been determined had no impairment previously been recognized. Goodwill impairments cannot be subsequently reversed. | |
Provisions | 2.11 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources embodying economic benefits that can be reliably estimated will be required to settle the liability. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). | 2.12 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources embodying economic benefits that can be reliably estimated will be required to settle the liability. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). | |
Inventories | 2.12 Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in- first-out (“FIFO”) or the weighted average method and comprises material costs, labour costs, allocated production related overhead costs and includes treatment and refining cost. Raw materials and consumables are measured using the FIFO method and work in progress inventories using the weighted average method. Financing and storage costs related to inventory are expensed as incurred. | 2.13 Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in-first-out (“FIFO”) or the weighted average method and comprises material costs, labour costs, allocated production related overhead costs and includes treatment and refining cost. Raw materials and consumables are measured using the FIFO method and work in progress inventories using the weighted average method. Financing and storage costs related to inventory are expensed as incurred. | |
Financial instruments | 2.13 Financial instruments Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are classified as either financial assets at amortized cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVTPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. Financial assets are initially recognized at fair value on the trade date, including, in the case of instruments not subsequently measured at fair value through profit or loss, directly attributable transaction costs. Trade receivables with no provisional price features and where there is no significant financing component, are initially recognized at their transaction price. Subsequently, other investments, provisionally priced trade receivables and derivatives are carried at fair value and trade receivables that do not contain provisional price features, loans and other receivables are carried at amortized cost. Financial liabilities, other than derivatives and those containing provisional price features, are initially recognized at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortized cost. Financial liabilities that contain provisional pricing features and derivatives are carried at FVTPL. Impairment of financial assets A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The expected credit loss recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. The Company applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime expected loss provision. The expected credit losses on these financial assets is estimated using a provision matrix by reference to past default experience and an equivalent credit rating, adjusted as appropriate for current observable data and forward-looking information. For all other financial assets at amortized cost, the Company recognizes lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition, which is determined by: ● A review of overdue amounts ● Comparing the risk of default at the reporting date and at the date of initial recognition ● An assessment of relevant historical and forward-looking quantitative and qualitative information. For those balances that are beyond 30 days overdue it is presumed to be an indicator of a significant increase in credit risk. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-months expected credit loss, which comprises the expected lifetime loss from the instrument were a default to occur within 12 months of the reporting date. The Company considers an event of default has materialised and the financial asset is credit impaired when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay the Company without taking into account any collateral held by the Company or if the financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Derecognition of financial assets and financial liabilities The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received. The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or have expired. On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognized in profit and loss. On derecognition of equity investments designated and measured at FVTOCI, the cumulative gain or loss recognized in other comprehensive income is reclassified directly to retained earnings. | 2.14 Financial instruments Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are classified as either financial assets at amortized cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVTPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. Financial assets are initially recognized at fair value on the trade date, including, in the case of instruments not subsequently measured at fair value through profit or loss, directly attributable transaction costs. Trade receivables with no provisional price features and where there is no significant financing component, are initially recognized at their transaction price. Subsequently, other investments, provisionally priced trade receivables and derivatives are carried at fair value and trade receivables that do not contain provisional price features, loans and other receivables are carried at amortized cost. Financial liabilities, other than derivatives and those containing provisional price features, are initially recognized at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortized cost. Financial liabilities that contain provisional pricing features and derivatives are carried at FVTPL. Impairment of financial assets A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The expected credit loss recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. The Company applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime expected loss provision. The expected credit losses on these financial assets is estimated using a provision matrix by reference to past default experience and an equivalent credit rating, adjusted as appropriate for current observable data and forward-looking information. For all other financial assets at amortized cost, the Company recognizes lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition, which is determined by: ● A review of overdue amounts ● Comparing the risk of default at the reporting date and at the date of initial recognition ● An assessment of relevant historical and forward-looking quantitative and qualitative information. For those balances that are beyond 30 days overdue it is presumed to be an indicator of a significant increase in credit risk. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-months expected credit loss, which comprises the expected lifetime loss from the instrument were a default to occur within 12 months of the reporting date. The Company considers an event of default has materialised and the financial asset is credit impaired when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay the Company without taking into account any collateral held by the Company or if the financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Derecognition of financial assets and financial liabilities The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received. The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or have expired. On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognized in profit and loss. On derecognition of equity investments designated and measured at FVTOCI, the cumulative gain or loss recognized in other comprehensive income is reclassified directly to retained earnings. | |
Goods and services tax | 2.14 Goods and services tax Revenues, expenses and assets are recognized net of the amount of goods and services tax (“GST”), except: ● where the amount of GST incurred is not recoverable from the taxation authority, it is recognized as part of the cost of acquisition of an asset or as part of an item of expense; or ● for receivables and payables which are recognized inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. | 2.15 Goods and services tax Revenues, expenses and assets are recognized net of the amount of goods and services tax (“GST”), except: ● where the amount of GST incurred is not recoverable from the taxation authority, it is recognized as part of the cost of acquisition of an asset or as part of an item of expense; or ● for receivables and payables which are recognized inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. | |
Income tax | 2.15 Income tax Tax Consolidation The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment is the head entity. As a result, the Company is subject to income tax through its membership of this tax consolidated group. Entities within the tax consolidated group have entered into a tax funding agreement and a tax sharing agreement with the head entity. The current and deferred tax amounts for the tax consolidated group are allocated to the members of the tax consolidated group (including the Company) using the ‘separate taxpayer within group’ approach. This method requires tax to be calculated for each member with adjustments for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the group or that have a different tax consequence at the level of the group. Accordingly, the Company recognizes an allocation of income taxes in the financial statements as if it calculated and filed a separate income tax return for Cobar, Acelight and Isokind. Deferred taxes are allocated by reference to the carrying amounts in the financial statements of the Company and the tax values applying under tax consolidation. Current tax liabilities arising from this process are accounted for as being assumed by the head entity, as under Australian taxation law the head entity has the legal obligation for (or right to) these amounts. Such amounts are reflected in amounts receivable from or payable to the head entity via Parent net investment, see movement to “Glencore Investment tax loan” in note 22. Income tax consists of current and deferred income taxes. Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Adjustments are made for transactions and events occurring within the tax consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. Deferred tax Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the balance sheet. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. Adjustments are made for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilized. However, deferred tax assets and liabilities are not recognized if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realized or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company has both the right and the intention to settle its current tax assets and liabilities on a net or simultaneous basis. The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its best estimate of these tax liabilities, including related interest charges, taking into account the range of possible outcomes. Tax payments Tax payments from companies within the Glencore Investment tax consolidated group are made by Glencore Investment in accordance with the tax sharing and tax funding agreements entered into by those entities and settled through intercompany loans via parent net investment (see note 22). Tax payments are disclosed within cash flows from operating activities in the statement of cash flows. | 2.16 Income tax Tax Consolidation The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment is the head entity. As a result, the Company is subject to income tax through its membership of this tax consolidated group. Entities within the tax consolidated group have entered into a tax funding agreement and a tax sharing agreement with the head entity. The current and deferred tax amounts for the tax consolidated group are allocated to the members of the tax consolidated group (including the Company) using the ‘separate taxpayer within group’ approach. This method requires tax to be calculated for each member with adjustments for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the group or that have a different tax consequence at the level of the group. Accordingly, the Company recognizes an allocation of income taxes in the financial statements as if it calculated and filed a separate income tax return for Cobar, Acelight and Isokind. Deferred taxes are allocated by reference to the carrying amounts in the financial statements of the Company and the tax values applying under tax consolidation. Current tax liabilities arising from this process are accounted for as being assumed by the head entity, as under Australian taxation law the head entity has the legal obligation for (or right to) these amounts. Such amounts are reflected in amounts receivable from or payable to the head entity via Parent net investment, see movement to “Glencore Investment tax loan” in note 22. Income tax consists of current and deferred income taxes. Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Adjustments are made for transactions and events occurring within the tax consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. Deferred tax Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the balance sheet. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. Adjustments are made for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilized. However, deferred tax assets and liabilities are not recognized if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realized or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company has both the right and the intention to settle its current tax assets and liabilities on a net or simultaneous basis. The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its best estimate of these tax liabilities, including related interest charges, taking into account the range of possible outcomes. Tax payments Tax payments from companies within the Glencore Investment tax consolidated group are made by Glencore Investment in accordance with the tax sharing and tax funding agreements entered into by those entities and settled through intercompany loans via parent net investment (see note 22). Tax payments are disclosed within cash flows from operating activities in the statement of cash flows. | |
Employee and retirement benefits | 2.16 Employee and retirement benefits A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognized in respect of short-term employee benefits, are measured at their face value without the effect of discounting using the remuneration rate expected to apply at the time of settlement. Liabilities recognized in respect of long term employee benefits are measured as the present value of the estimated future cash outflows to be made by the Company in respect of services provided by employees up to reporting date. | 2.17 Employee and retirement benefits A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognized in respect of short-term employee benefits, are measured at their face value without the effect of discounting using the remuneration rate expected to apply at the time of settlement. Liabilities recognized in respect of long term employee benefits are measured as the present value of the estimated future cash outflows to be made by the Company in respect of services provided by employees up to reporting date. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Schedule of revenues | Three months ended March 31 US$ thousand 2023 2022 Sale of commodities – Copper $ 62,657 $ 73,780 Sale of by product – Silver 2,570 2,736 Total $ 65,227 $ 76,516 | US$ thousand 2022 2021 Sale of commodities – Copper 211,152 260,673 Sale of by product – Silver 8,553 12,707 Total 219,705 273,380 | US$thousand 2021 2020 Sale of commodities – Copper 260,673 192,008 Sale of by product – Silver 12,707 10,175 Total 273,380 202,183 |
Depreciation and amortization_2
Depreciation and amortization expense (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation and amortization expense | |||
Schedule of depreciation and amortization expense | Three months ended March 31 US$ thousand Notes 2023 2022 Included in cost of goods sold: Depreciation expenses 12 $ (11,696) $ (11,942) Amortization expenses (25) (8) Total $ (11,721) $ (11,950) | US$ thousand Notes 2022 2021 Included in cost of goods sold: Depreciation expenses 12 (51,328) (52,262) Amortization expenses (201) (59) Total (51,529) (52,321) | US$thousand Notes 2021 2020 Included in cost of goods sold: Depreciation expenses 12 (52,262) (55,433) Amortization expenses (59) — Total (52,321) (55,433) |
Employee benefits expense (Tabl
Employee benefits expense (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee benefits expense | |||
Schedule of employee benefits expense | Three months ended March 31 US$ thousand 2023 2022 Included in cost of goods sold: Wages and salaries $ (11,716) $ (11,660) Defined contribution plans (1,574) (1,513) Other employee benefits — (3) Total $ (13,290) $ (13,176) | US$ thousand 2022 2021 Included in cost of goods sold: Wages and salaries (44,189) (47,089) Defined contribution plans (4,694) (5,589) Other employee benefits (28) (147) Total (48,911) (52,825) | US$thousand 2021 2020 Included in cost of goods sold: Wages and salaries (47,089) (40,973) Defined contribution plans (5,589) (4,305) Other employee benefits (147) (584) Total (52,825) (45,862) |
Finance income and costs (Table
Finance income and costs (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance income and costs | |||
Schedule of finance income and costs | Three months ended March 31 US$ thousand Notes 2023 2022 Finance income Interest income from banks and other third parties $ 4 $ — Total $ 4 $ — Finance costs Interest expense on debts and borrowings (1) — Interest expense on loans from related parties — (4) Interest expense on lease liabilities (11) (21) Total interest expense (12) (25) Accretion expense on rehabilitation provision 16 (141) (144) Total $ (153) $ (169) Finance costs – net $ (149) $ (169) | US$ thousand Notes 2022 2021 Finance income Interest income from banks and other third parties 6 3 Total 6 3 Finance costs Interest expense on debts and borrowings (12) (3) Interest expense on lease liabilities (67) (62) Total interest expense (79) (65) Accretion expense on rehabilitation provision 16 (851) (465) Total (930) (530) Finance costs – net (924) (527) | US$thousand Notes 2021 2020 Finance income Interest income from banks and other third parties 3 9 Total 3 9 Finance costs Interest expense on debts and borrowings (3) — Interest expense on lease liabilities (62) (316) Total interest expense (65) (316) Accretion expense on rehabilitation provision 16 (465) (477) Total (530) (793) Finance costs – net (527) (784) |
Income taxes (Tables)
Income taxes (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | |||
Schedule of income taxes | Three months ended March 31 US$ thousand 2023 2022 Current income tax expense $ (2,621) $ (15,237) Total income tax expense $ (2,621) $ (15,237) Deferred income tax (expense)/benefit $ (1,359) $ 2,264 Total deferred income tax (expense)/benefit $ (1,359) $ 2,264 Total income tax expense reported in the interim condensed statement of profit or loss $ (3,981) $ (12,973) | US$ thousand 2022 2021 Current income tax (expense)/benefit (19,125) 100,858 Adjustments in respect of current income tax (1,899) (1,275) Total income tax (expense)/benefit (21,024) 99,583 Deferred income tax benefit/(expense) 3,622 (1,638) Adjustments in respect of prior year deferred income tax 1,687 2,114 Total deferred income tax benefit 5,309 476 Total income tax (expense)/benefit reported in the statement of profit or loss (15,715) 100,059 | US$thousand 2021 2020 Current income tax benefit/(expense) 100,858 (33,602) Adjustments in respect of current income tax (1,275) (3,018) Total income tax benefit/(expense) 99,583 (36,620) Deferred income tax (expense)/benefit (1,638) 4,318 Adjustments in respect of prior year deferred income tax 2,114 1,261 Total deferred income tax benefit 476 5,579 Total income tax benefit/(expense) reported in the statement of profit or loss 100,059 (31,041) |
Schedule of deferred taxes | Recognized US$ thousand 2022 in profit or loss 2021 Deferred tax liabilities Depreciation and amortization (19,280) 3,092 (22,372) Provisions and payables 10,611 (1,037) 11,648 Receivables and consumables (82) 3,253 (3,335) Total (8,750) 5,309 (14,059) Total deferred tax – net (8,750) 5,309 (14,059) Recognized US$ thousand 2021 in profit or loss 2020 Deferred tax liabilities Depreciation and amortization (22,372) 4,039 (26,411) Provisions and payables 11,648 1,495 10,153 Receivables and consumables (3,335) (5,058) 1,723 Total (14,059) 476 (14,535) Total deferred tax – net (14,059) 476 (14,535) | Recognized US$thousand 2021 in profit or loss 2020 Deferred tax liabilities Depreciation and amortization (22,372) 4,039 (26,411) Provisions and payables 11,648 1,495 10,153 Receivables and consumables (3,335) (5,058) 1,723 Total (14,059) 476 (14,535) Total deferred tax – net (14,059) 476 (14,535) Recognized US$thousand 2020 in profit or loss 2019 Deferred tax liabilities Depreciation and amortization (26,411) 4,460 (30,871) Provisions and payables 10,153 40 10,113 Receivables and consumables 1,723 1,079 644 Total (14,535) 5,579 (20,114) Total deferred tax – net (14,535) 5,579 (20,114) | |
Schedule of reconciliation of income tax (expense)/benefit and the accounting profit multiplied by domestic tax rate | US$ thousand 2023 2022 Profit before income taxes $ 9,083 $ 26,512 Income tax expense calculated at the Australian income tax rate of 30% (2022: 30%) (2,725) (7,954) Tax effects of: Movement in uncertain tax position (1,256) (5,019) Income tax expense $ (3,981) $ (12,973) | US$ thousand 2022 2021 Profit before income taxes 10,356 66,436 Income tax expense calculated at the Australian income tax rate of 30% (2021: 30%) (3,107) (19,931) Tax effects of: Movement in uncertain tax positions (12,395) 118,846 Utilization and changes in recognition of tax losses and temporary differences — 305 Adjustments in respect of prior years (213) 839 Income tax (expense)/benefit (15,715) 100,059 | US$thousand 2021 2020 Profit before income taxes 66,436 1,904 Income tax expense calculated at the Australian income tax rate of 30% (2020: 30%) (19,931) (571) Tax effects of: Movement in uncertain tax positions 118,846 (28,712) Utilization and changes in recognition of tax losses and temporary differences 305 — Adjustments in respect of prior years 839 (1,758) Income tax benefit/(expense) 100,059 (31,041) |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade and other receivables | |||
Schedule of trade and other receivables | US$ thousand Notes March 31, 2023 December 31, 2022 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 21 $ — $ 9,052 Other receivables Financial assets at amortized cost Other receivables 1 1 Non-financial instruments Indirect tax receivable 1,647 3,179 Total other receivables $ 1,648 $ 3,180 | US$ thousand Notes 2022 2021 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 22 9,052 2,551 Other receivables Financial assets at amortized cost Other receivables 1 141 Non-financial instruments Indirect tax receivable 3,179 3,606 Total other receivables 3,180 3,747 | January 1, US$thousand Notes 2021 2020 2020 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 22 2,551 8,861 6,718 Other receivables Financial assets at amortized cost Other receivables 141 167 1,351 Non-financial instruments Indirect tax receivable 3,606 2,481 1,648 Total other receivables 3,747 2,648 2,999 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventories | |||
Schedule of inventories | US$ thousand March 31, 2023 December 31, 2022 Current Supplies and consumables $ 14,154 $ 12,595 Work in progress 129 670 Finished goods 7,132 9,774 Total current $ 21,415 $ 23,039 Non-current Supplies and consumables $ 334 $ 354 Total non-current $ 334 $ 354 Total $ 21,749 $ 23,393 | US$ thousand 2022 2021 Current Supplies and consumables (1) 12,595 9,593 Work in progress 670 1,013 Finished goods 9,774 14,248 Total current 23,039 24,854 Non-current Supplies and consumables (1) 354 431 Total non-current 354 431 Total 23,393 25,285 | January 1, US$thousand 2021 2020 2020 Current Supplies and consumables (1) 9,593 7,551 5,786 Work in progress 1,013 2,236 3,783 Finished goods 14,248 6,802 5,032 Total current 24,854 16,589 14,601 Junuary 1, US$thousand 2021 2020 2020 Non-current Supplies and consumables (1) 431 565 518 Total non-current 431 565 518 Total 25,285 17,154 15,119 (1) Net reversal of the write down of inventories for obsolete and slow moving stock of $165 thousand for the year (2020: write down of $228 thousand; January 1, 2020: reversal of write down of $30 thousand). |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment, net | |||
Schedule of property, plant and equipment, net | Freehold land Plant and Right-of-use Mine US$ thousand Notes and buildings equipment assets development Total Net book value At January 1, 2023 $ 1,247 $ 201,133 $ 899 $ 218,947 $ 422,226 Depreciation 6 (65) (7,218) (352) (4,061) (11,696) Additions — 4,141 — 9,239 13,380 At March 31, 2023 $ 1,182 $ 198,056 $ 547 $ 224,125 $ 423,910 | Freehold Right-of- land and Plant and use Mine US$ thousand Notes buildings equipment assets development Total Cost As at January 1, 2022 8,873 477,079 2,135 457,099 945,186 Additions — 56,068 970 20,717 77,755 Disposals — (157) — — (157) Other movements (1) — (10,405) — 8,053 (2,352) As at December 31, 2022 8,873 522,585 3,105 485,869 1,020,432 Accumulated depreciation and impairment: As at January 1, 2022 7,097 289,270 886 249,762 547,015 Depreciation 6 529 32,319 1,320 17,160 51,328 Disposals — (137) — — (137) As at December 31, 2022 7,626 321,452 2,206 266,922 598,206 Net book value as at December 31, 2022 1,247 201,133 899 218,947 422,226 (1) Primarily consists of decreases in rehabilitation costs of $2,352 thousand (plant and equipment). The balance is expenditure for construction in progress carried in plant and equipment and transferred to the respective asset category when brought in to use. Freehold Right-of- land and Plant and use Mine US$ thousand Notes buildings equipment assets development Total Cost As at January 1, 2021 8,986 444,611 177 443,819 897,593 Additions — 24,225 1,958 6,663 32,846 Disposals — (8,202) — — (8,202) Other movements (1) (113) 16,445 — 6,617 22,949 As at December 31, 2021 8,873 477,079 2,135 457,099 945,186 Accumulated depreciation and impairment: As at January 1, 2021 6,394 264,296 65 231,681 502,436 Depreciation 6 703 32,645 821 18,093 52,262 Disposals — (8,202) — — (8,202) Other movements (1) — 531 — (12) 519 As at December 31, 2021 7,097 289,270 886 249,762 547,015 Net book value as at December 31, 2021 1,776 187,809 1,249 207,337 398,171 (1) Primarily consists of increases in rehabilitation costs of $24,056 thousand (plant and equipment) offset by $1,107 thousand of other reclassifications within the various property, plant and equipment headings. The balance is expenditure for construction in progress carried in plant and equipment and transferred to the respective asset category when brought in to use. | Freehold Right-of- land and Plant and use Mine US$thousand Notes buildings equipment assets development Total Cost At January 1, 2021 8,986 444,611 177 443,819 897,593 Additions — 24,225 1,958 6,663 32,846 Disposals — (8,202) — — (8,202) Other movements (1) (113) 16,445 — 6,617 22,949 At December 31, 2021 8,873 477,079 2,135 457,099 945,186 Accumulated depreciation and impairment: At January 1, 2021 6,394 264,296 65 231,681 502,436 Depreciation 6 703 32,645 821 18,093 52,262 Disposals — (8,202) — — (8,202) Other movements (1) — 531 — (12) 519 At December 31, 2021 7,097 289,270 886 249,762 547,015 Net book value at December 31, 2021 1,776 187,809 1,249 207,337 398,171 (1) Primarily consists of increases in rehabilitation costs of $24,056 thousand (plant and equipment) offset by $1,107 thousand of other reclassifications within the various property, plant and equipment headings. Expenditure for construction in progress is carried in plant and equipment and is transferred to the respective category when brought in to use. Freehold Right-of- land and Plant and use Mine US$thousand Notes buildings equipment assets development Total Cost At January 1, 2020 15,836 402,089 13,395 421,939 853,259 Additions — 57,004 176 — 57,180 Disposals (35) (1,256) (9,955) (180) (11,426) Other movements (1) (6,815) (13,226) (3,439) 22,060 (1,420) At December 31, 2020 8,986 444,611 177 443,819 897,593 Accumulated depreciation and impairment: At January 1, 2020 11,121 229,019 6,079 209,345 455,564 Depreciation 6 392 30,191 2,335 22,515 55,433 Disposals (35) (1,127) (7,220) (179) (8,561) Other movements (1) (5,084) 6,213 (1,129) — — At December 31, 2020 6,394 264,296 65 231,681 502,436 Net book value at December 31, 2020 2,592 180,315 112 212,138 395,157 (1) Primarily consists of increases in rehabilitation costs of $423 thousand (plant and equipment) and reclassifications within the various property, plant and equipment headings. |
Trade and other payables (Table
Trade and other payables (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade and other payables | |||
Schedule of trade and other payables | US$ thousand Notes March 31, 2023 December 31, 2022 Financial liabilities at amortized cost Trade payables due to third parties $ 10,734 $ 21,139 Trade payables due to related parties 21 1,720 799 Other payables Financial liabilities at amortized cost Mining royalty payable 1,871 1,757 Accrued expenses 4,612 4,803 Total other payables $ 6,483 $ 6,560 | US$ thousand Notes 2022 2021 Financial liabilities at amortized cost Trade payables due to third parties 21,139 9,482 Trade payables due to related parties 22 799 652 Other payables Financial liabilities at amortized cost Mining royalty payable 1,757 2,617 Accrued expenses 4,803 5,838 Total other payables 6,560 8,455 | January 1, US$thousand Notes 2021 2020 2020 Financial liabilities at amortized cost Trade payables due to third parties 9,482 8,656 5,688 Trade payables due to related parties 22 652 — 481 Other payables Financial liabilities at amortized cost Mining royalty payable 2,617 2,119 — Accrued expenses 5,838 11,144 19,454 Total other payables 8,455 13,263 19,454 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Schedule of lease liabilities | US$ thousand March 31, 2023 December 31, 2022 Current Lease liabilities $ 568 $ 848 Total current $ 568 $ 848 Non-current Lease liabilities 67 128 Total non-current 67 128 Total $ 635 $ 976 | US$ thousand 2022 2021 Current Lease liabilities 848 1,047 Total current 848 1,047 Non-current Lease liabilities 128 226 Total non-current 128 226 Total 976 1,273 | January 1, US$thousand 2021 2020 2020 Current Lease liabilities 1,047 105 3,054 Total current 1,047 105 3,054 Non-current Lease liabilities 226 27 1,832 Total non-current 226 27 1,832 Total 1,273 132 4,886 |
Schedule of reconciliation of cash flow to movement in lease liabilities | Three months ended March 31 US$ thousand 2023 2022 Cash related movements in leases liabilities (1) Payment of lease liabilities $ (346) $ (316) (346) (316) Non-cash related movements in lease liabilities Foreign exchange movements (7) 90 Change in lease liabilities (2) 12 496 5 586 (Decrease)/increase in lease liabilities for the period (341) 270 Total lease liabilities – opening $ 976 $ 1,273 Total lease liabilities – closing $ 635 $ 1,543 (1) See unaudited interim condensed statement of cash flows. (2) 2022 relates to new leases. | US$ thousand 2022 2021 Cash related movements in leases liabilities (1) Payment of lease liabilities (1,275) (781) Non-cash related movements in lease liabilities Foreign exchange movements (57) (98) Change in lease liabilities (2) 1,035 2,020 978 1,922 (Decrease)/increase in lease liabilities for the year (297) 1,141 Total lease liabilities – opening 1,273 132 Total lease liabilities – closing 976 1,273 (1) See statement of cash flows. (2) In 2022 and 2021 this relates to new leases. | US$thousand 2021 2020 Cash related movements in leases liabilities (1) Payment of lease liabilities (781) (2,718) Non-cash related movements in lease liabilities Foreign exchange movements (98) 344 Change in lease liabilities (2) 2,020 (2,380) 1,922 (2,036) Increase/(decrease) in lease liabilities for the year 1,141 (4,754) Total lease liabilities – opening 132 4,886 Total lease liabilities – closing 1,273 132 (1) See statement of cash flows. (2) In 2021 this relates to new leases (2020: lease buy out). |
Schedule of amounts recognized in the statement of profit or loss and other comprehensive income | Three months ended March 31 US$ thousand 2023 2022 Depreciation on right-of-use assets $ (352) $ (309) Interest expense on lease liabilities (11) (21) Expense relating to variable lease payments not included in the measurement of the lease liability (1) (169) — Expense relating to short-term leases (350) (1,536) Expense relating to low-value leases (1) — Total $ (883) $ (1,866) (1) Relates to variable lease payments on fleet hire based on available hours. | US$ thousand 2022 2021 Depreciation on right-of-use assets (1,320) (821) Interest expense on lease liabilities (67) (62) Expense relating to short-term leases (132) (2,257) Expense relating to low-value leases (5) (5) Total (1,524) (3,145) | US$thousand 2021 2020 Depreciation on right-of-use assets (821) (2,335) Interest expense on lease liabilities (62) (316) Expense relating to short-term leases (2,257) (953) Expense relating to low-value leases (5) — Total (3,145) (3,604) |
Provisions (Tables)
Provisions (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Provisions | |||
Schedule of changes in provisions | Employee Rehabilitation US$ thousand entitlements costs Other Total January 1, 2023 $ 14,277 $ 43,868 $ 53 $ 58,198 Utilised (1,775) — — (1,775) Accretion — 141 — 141 Effect of foreign currency exchange movements (166) 73 (1) (94) Net book value March 31, 2023 $ 12,336 $ 44,082 $ 52 $ 56,470 Current $ 11,548 $ 270 $ 52 $ 11,870 Non-current 788 43,812 — 44,600 Net book value March 31, 2023 $ 12,336 $ 44,082 $ 52 $ 56,470 | Employee Rehabilitation US$ thousand entitlements costs Other Total January 1, 2022 16,117 44,023 481 60,621 Utilized (941) (166) — (1,107) Released (55) — (430) (485) Accretion — 851 — 851 Additions — — 22 22 Effect of foreign currency exchange movements (844) (840) (20) (1,704) Net book value December 31, 2022 14,277 43,868 53 58,198 Current 13,467 270 53 13,790 Non-current 810 43,598 — 44,408 Net book value December 31, 2022 14,277 43,868 53 58,198 January 1, 2021 15,220 19,637 564 35,421 Utilized (1,497) (135) (162) (1,794) Accretion — 465 — 465 Additions 2,006 24,056 99 26,161 Effect of foreign currency exchange movements 388 — (20) 368 Net book value December 31, 2021 16,117 44,023 481 60,621 Current 15,190 54 481 15,725 Non-current 927 43,969 — 44,896 Net book value December 31, 2021 16,117 44,023 481 60,621 | Employee Rehabilitation US$thousand entitlements costs Other Total January 1, 2021 15,220 19,637 564 35,421 Utilized (1,497) (135) (162) (1,794) Accretion — 465 — 465 Additions 2,006 24,056 99 26,161 Effect of foreign currency exchange movements 388 — (20) 368 Net book value December 31, 2021 16,117 44,023 481 60,621 Current 15,190 54 481 15,725 Non-current 927 43,969 — 44,896 Net book value December 31, 2021 16,117 44,023 481 60,621 January 1, 2020 13,907 19,142 — 33,049 Utilized (613) (405) (223) (1,241) Accretion — 477 — 477 Additions 612 423 787 1,822 Effect of foreign currency exchange movements 1,314 — — 1,314 Net book value December 31, 2020 15,220 19,637 564 35,421 Current 14,252 98 564 14,914 Non-current 968 19,539 — 20,507 Net book value December 31, 2020 15,220 19,637 564 35,421 |
Financial instruments (Tables)
Financial instruments (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial instruments | |||
Summary of financial assets and liabilities presented by class in tables at their carrying values, which generally approximate the fair values | 2023 US$ thousand Notes Amortized cost FVTPL (1) Total Assets Other receivables 10 $ 1 $ — $ 1 Total financial assets $ 1 $ — $ 1 Liabilities Trade payables 14 $ 10,734 $ — $ 10,734 Trade payables to related parties 14 1,720 — 1,720 Other payables 14 6,483 — 6,483 Lease liabilities 15 635 — 635 Total financial liabilities $ 19,572 $ — $ 19,572 (1) FVTPL — Fair value through profit or loss. 2022 US$thousand Notes Amortized cost FVTPL (1) Total Assets Trade receivables from related parties 10 $ — $ 9,052 $ 9,052 Other receivables 10 1 - 1 Total financial assets $ 1 $ 9,052 $ 9,503 Liabilities Trade payables 14 $ 21,139 $ — $ 21,139 Trade payables to related parties 14 799 — 799 Other payables 14 6,560 — 6,560 Lease liabilities 15 976 — 976 Total financial liabilities $ 29,474 $ — $ 29,474 (1) FVTPL - Fair value through profit or loss. | Amortized US$ thousand Notes cost FVTPL (1) Total Assets Trade receivables from related parties 10 — 9,052 9,052 Other receivables 10 1 — 1 Total financial assets 1 9,052 9,053 Liabilities Trade payables 14 21,139 — 21,139 Trade payables to related parties 14 799 — 799 Other payables 14 6,560 — 6,560 Lease liabilities 15 976 — 976 Total financial liabilities 29,474 — 29,474 (1) FVTPL — Fair value through profit or loss. 2021 Amortized US$ thousand Notes cost FVTPL (1) Total Assets Trade receivables from related parties 10 — 2,551 2,551 Other receivables 10 141 — 141 Total financial assets 141 2,551 2,692 Liabilities Trade payables 14 9,482 — 9,482 Trade payables to related parties 14 652 — 652 Other payables 14 8,455 — 8,455 Lease liabilities 15 1,273 — 1,273 Total financial liabilities 19,862 — 19,862 (1) FVTPL — Fair value through profit or loss . | 2021 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 79 — 79 Trade receivables from related parties 10 — 2,551 2,551 Other receivables 10 141 — 141 Total financial assets 220 2,551 2,771 Liabilities Trade payables 14 9,482 — 9,482 Trade payables to related parties 14 652 — 652 Other payables 14 8,455 — 8,455 Lease liabilities 15 1,273 — 1,273 Total financial liabilities 19,862 — 19,862 (1) FVTPL — Fair value through profit or loss. 2020 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 110 — 110 Trade receivables from related parties 10 — 8,861 8,861 Other receivables 10 167 — 167 Total financial assets 277 8,861 9,138 Liabilities Trade payables 14 8,656 — 8,656 Other payables 14 13,263 — 13,263 Lease liabilities 15 132 — 132 Total financial liabilities 22,051 — 22,051 (1) FVTPL — Fair value through profit or loss. January 1, 2020 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 264 — 264 Trade receivables from related parties 10 — 6,718 6,718 Other receivables 10 1,351 — 1,351 Total financial assets 1,615 6,718 8,333 Liabilities Trade payables 14 5,688 — 5,688 Trade payables to related parties 14 481 481 Other payables 14 19,454 19,454 Lease liabilities 15 4,886 — 4,886 Total financial liabilities 30,509 — 30,509 (1) FVTPL — Fair value through profit or loss. |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair value measurements | |||
Summary of fair values of assets measured at fair value on a recurring basis | 2023 US$thousand Notes Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents $ 406 $ — $ — $ 406 Total $ 406 $ — $ — $ 406 2022 US$thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents $ 1,316 $ — $ — $ 1,316 Trade receivables 10 — 9,052 — 9,052 Total $ 1,316 $ 9,052 $ — $ 10,368 | US$ thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 1,316 — — 1,316 Trade receivables — 9,052 — 9,052 Total 1,316 9,052 — 10,368 2021 US$ thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 79 — — 79 Trade receivables — 2,551 — 2,551 Total 79 2,551 — 2,630 | 2021 US$thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 79 — — 79 Trade receivables — 2,551 — 2,551 Total 79 2,551 — 2,630 2020 US$thousand Level 1 Level 2 Level 3 Total Cash and cash equivalents 110 — — 110 Trade receivables — 8,861 — 8,861 Total 110 8,861 — 8,971 January 1, 2020 US$thousand Level 1 Level 2 Level 3 Total Cash and cash equivalents 264 — — 264 Trade receivables — 6,718 — 6,718 Total 264 6,718 — 6,982 |
Relationship with Parent and _2
Relationship with Parent and related entities (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Relationship with Parent and related entities | |||
Summary of components of Parent net investment include movements to net transactions with the Parent | Three months ended March 31 US$thousand 2023 2022 Parent net investment At January 1 $ 162,467 $ 135,797 Glencore Investment tax loan 1,370 10,220 Glencore Australia Holdings working capital (10,397) (21,269) Uncertain tax position 1,256 5,019 Net transactions with Parent (7,771) (6,030) At March 31 $ 154,696 $ 129,767 | US$ thousand 2022 2021 Parent net investment As at January 1 135,797 309,998 Glencore Investment tax loan 8,629 19,461 Glencore Australia Holdings working capital 5,646 (74,816) Uncertain tax position 12,395 (118,846) Net transactions with Parent 26,670 (174,201) As at December 31 162,467 135,797 | US$thousand 2021 2020 Parent net investment At January 1 309,998 266,976 Glencore Investment tax loan 19,461 7,908 Glencore Australia Holdings working capital (74,816) 6,402 Uncertain tax position (118,846) 28,712 Net transactions with Parent (174,201) 43,022 At December 31 135,797 309,998 |
Summary of related party transactions and balances | Purchases of Trade receivables Trade payables Sales of goods goods and due from related due to related US$ thousand and services services parties parties Glencore International AG 2023 $ 65,227 $ — $ — $ 994 2022 76,516 — 9,052 — Glencore Australia Oil Pty Limited 2023 — (1,299) — 460 2022 — (1,202) — 545 Glencore Australia Holdings Pty Limited 2023 — (299) — — 2022 — (246) — — Other related parties 2023 — (369) — 266 2022 — (331) — 254 | Purchases of Trade receivables Trade payables Sales of goods goods and due from due to related US$ thousand and services services related parties parties Glencore International AG 2022 219,705 — 9,052 — 2021 273,380 — 2,551 — Glencore Australia Oil Pty Limited 2022 — (5,385) — (545) 2021 — (4,349) — (421) Glencore Australia Holdings Pty Limited 2022 — (1,306) — — 2021 — (1,443) — — Other related parties 2022 — (1,501) — (254) 2021 — (1,326) — (231) | Sales of Purchases of Trade receivables Trade payables goods and goods and due from due to related US$thousand services services related parties parties Glencore International AG 2021 273,380 — 2,551 — 2020 202,183 — 8,861 — January 1, 2020 6,718 — Glencore Australia Oil Pty Limited 2021 — (4,349) — (421) 2020 — (5,969) — — January 1, 2020 — — Glencore Australia Holdings Pty Limited 2021 — (1,443) — — 2020 — (2,768) — — January 1, 2020 — — Other related parties 2021 — (1,326) — (231) 2020 — (1,017) — — January 1, 2020 — (481) |
Share capital (Tables)
Share capital (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share capital | |||
Summary of issued shares | Issued shares March 31, 2023 December 31, 2022 Ordinary shares fully paid - Cobar Management Pty. Limited 1 1 1 1 | Issued shares 2022 2021 Ordinary shares fully paid 1 1 1 1 | January 1, Issued shares 2021 2020 2020 Ordinary shares fully paid 1 1 1 1 1 1 |
Summary of ordinary shares issued and fully paid | Share capital Number of shares US$thousand Balance at January 1, 2023 1 $ — Balance at March 31, 2023 1 $ — | Number of Share capital shares US$ thousand Balance as at January 1, 2021 and December 31, 2021 1 — Balance as at December 31, 2022 1 — | Number of Share capital shares US$thousand Balance at January 1, 2020 and December 31, 2020 1 — Balance at December 31, 2021 1 — |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings per share | |||
Summary of earnings per share | Three months ended March 31 US$thousand 2023 2022 Profit for the purpose of basic earnings per share being net profit attributable to owners of the Company $ 5,102 $ 13,539 Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 Profit for the purpose of diluted earnings per share $ 5,102 $ 13,539 Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic earnings per share $ 5,102 $ 13,539 Diluted earnings per share $ 5,102 $ 13,539 | US$ thousand 2022 2021 (Loss)/profit for the purpose of basic earnings per share being net profit attributable to (5,359) 166,495 Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 (Loss)/profit for the purpose of diluted earnings per share (5,359) 166,495 Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic (loss)/earnings per share (5,359) 166,495 Diluted (loss)/earnings per share (5,359) 166,495 | US$thousand 2021 2020 Profit/(loss) for the purpose of basic earnings per share being net profit attributable to owners of the Company 166,495 (29,137) Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 Profit/(loss) for the purpose of diluted earnings per share 166,495 (29,137) Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic earnings/(loss) per share 166,495 (29,137) Diluted earnings/(loss) per share 166,495 (29,137) |
Corporate information (Details)
Corporate information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | 35 Months Ended | ||||
Nov. 22, 2022 USD ($) $ / lb | Mar. 17, 2022 USD ($) | Nov. 28, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 28, 2021 | |
Corporate information | |||||||
Ownership interest in subsidiary (as a percent%) | 100% | 100% | 100% | ||||
Ownership interest to be transferred (as a percent%) | 1.50% | ||||||
Copper averages greater than $4.25/lb for 18 continuous months over life of mine | |||||||
Corporate information | |||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.25 | ||||||
Period of consecutive months | 18 months | ||||||
Copper averages greater than $4.50/lb for 24 continuous months over life of mine | |||||||
Corporate information | |||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.50 | ||||||
Period of consecutive months | 24 months | ||||||
MAC | |||||||
Corporate information | |||||||
Equity consideration | $ 100 | $ 50 | |||||
Percentage of Copper Only Net Smelter Return Life of Mine Royalty | 1.50% | ||||||
Increase in cash consideration depending on PIPE demand | 775 | ||||||
Deferred consideration | 75 | ||||||
MAC | Maximum | |||||||
Corporate information | |||||||
Increase in cash consideration depending on PIPE demand | 875 | ||||||
Glencore Plc | Acelight, Isokind, and Cobar | |||||||
Corporate information | |||||||
Ownership interest in subsidiary (as a percent%) | 100% | 100% | |||||
CSA mine | MAC | |||||||
Corporate information | |||||||
Ownership interest in subsidiary (as a percent%) | 100% | ||||||
Cash Consideration | $ 1,050 | ||||||
CSA mine | Glencore Operations Australia | MAC | |||||||
Corporate information | |||||||
Ownership interest to be transferred (as a percent%) | 100% | ||||||
Cash Consideration | 775 | $ 1,050 | |||||
Equity consideration | $ 100 | $ 50 | |||||
Percentage of Copper Only Net Smelter Return Life of Mine Royalty | 1.50% | 1.50% | |||||
Deferred consideration | $ 75 | ||||||
CSA mine | Glencore Operations Australia | MAC | Copper averages greater than $4.25/lb for 18 continuous months over life of mine | |||||||
Corporate information | |||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.25 | ||||||
Period of consecutive months | 18 months | ||||||
CSA mine | Glencore Operations Australia | MAC | Copper averages greater than $4.50/lb for 24 continuous months over life of mine | |||||||
Corporate information | |||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.50 | ||||||
Period of consecutive months | 24 months | ||||||
CSA mine | Glencore Operations Australia | MAC | Maximum | |||||||
Corporate information | |||||||
Increase in cash consideration depending on PIPE demand | $ 875 | ||||||
Acelight | |||||||
Corporate information | |||||||
Ownership interest in joint venture (as a percent%) | 100% | ||||||
Acelight | CSA mine | |||||||
Corporate information | |||||||
Ownership interest in joint venture (as a percent%) | 40% | 40% | |||||
Isokind | CSA mine | |||||||
Corporate information | |||||||
Ownership interest in joint venture (as a percent%) | 60% | 60% |
Significant accounting polic_15
Significant accounting policies (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 | Dec. 31, 2021 $ / $ | Dec. 31, 2020 $ / $ | Dec. 31, 2021 $ / $ | |
Significant accounting policies | ||||||
Net current liability position | $ 5,417 | $ 3,127 | ||||
Ownership interest in subsidiary (as a percent%) | 100% | 100% | 100% | |||
Average FX rate | 0.6935 | 0.7512 | 0.7512 | 0.6884 | ||
Closing FX rate | 0.6804 | 0.7272 | 0.7272 | 0.7706 | 0.7272 |
Segment information (Details)
Segment information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 segment location | Dec. 31, 2022 segment location | Dec. 31, 2021 location segment | |
Segment information | |||
Number of business segments | segment | 1 | 1 | 1 |
Number of Geographical Locations | location | 1 | 1 | 1 |
Revenue (Details)
Revenue (Details) £ in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / lb | Dec. 31, 2021 USD ($) $ / lb | Dec. 31, 2020 USD ($) | Mar. 31, 2023 GBP (£) $ / lb | Mar. 31, 2022 GBP (£) $ / lb | |
Revenue | |||||||
Sale of commodities - Copper | $ 62,657 | $ 73,780 | $ 211,152 | $ 260,673 | $ 192,008 | ||
Sale of by product - Silver | 2,570 | 2,736 | 8,553 | 12,707 | 10,175 | ||
Total | 65,227 | 76,516 | 219,705 | 273,380 | 202,183 | ||
Impact on revenue recognized due to the changes in pricing of copper for the sales provisionally priced | $ 1,098 | $ 2,155 | 760 | 2,441 | $ (2,364) | ||
Provisionally priced copper sales | $ 29,548 | $ 37,012 | £ 15,458 | £ 25,282 | |||
Average price per pound of provisionally priced copper sales | $ / lb | 2.75 | 4.34 | 2.97 | 3.33 |
Depreciation and amortization_3
Depreciation and amortization expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Included in cost of goods sold: | |||||
Depreciation expenses | $ (11,696) | $ (11,942) | $ (51,328) | $ (52,262) | $ (55,433) |
Amortization expenses | (25) | (8) | (201) | (59) | |
Total | $ (11,721) | $ (11,950) | $ (51,529) | $ (52,321) | $ (55,433) |
Employee benefits expense (Deta
Employee benefits expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Included in cost of goods sold: | |||||
Wages and salaries | $ (11,716) | $ (11,660) | $ (44,189) | $ (47,089) | $ (40,973) |
Defined contribution plans | (1,574) | (1,513) | (4,694) | (5,589) | (4,305) |
Other employee benefits | (3) | (28) | (147) | (584) | |
Total | $ (13,290) | $ (13,176) | $ (48,911) | $ (52,825) | $ (45,862) |
Finance income and costs (Detai
Finance income and costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance income | |||||
Interest income from banks and other third parties | $ 4 | $ 6 | $ 3 | $ 9 | |
Total finance income | 4 | 6 | 3 | 9 | |
Finance costs | |||||
Interest expense on debts and borrowings | (1) | (12) | (3) | ||
Interest expense on loans from related parties | $ (4) | ||||
Interest expense on lease liabilities | (11) | (21) | (67) | (62) | (316) |
Total interest expense | (12) | (25) | (79) | (65) | (316) |
Accretion expense on rehabilitation provision | (141) | (144) | (851) | (465) | (477) |
Total finance costs | (153) | (169) | (930) | (530) | (793) |
Finance costs - net | $ (149) | $ (169) | $ (924) | $ (527) | $ (784) |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | |||||
Current income tax expense | $ (2,621) | $ (15,237) | $ (19,125) | $ 100,858 | $ (33,602) |
Adjustments in respect of current income tax | 1,899 | 1,275 | 3,018 | ||
Total income tax expense | (2,621) | (15,237) | (21,024) | 99,583 | (36,620) |
Deferred income tax (expense)/benefit | (1,359) | 2,264 | 3,622 | (1,638) | 4,318 |
Adjustments in respect of prior year deferred income tax | (1,687) | (2,114) | (1,261) | ||
Total deferred income tax (expense)/benefit | (1,359) | 2,264 | 476 | 5,579 | |
Total income tax (expense)/benefit reported in the statement of profit or loss | $ (3,981) | $ (12,973) | $ (15,715) | $ 100,059 | $ (31,041) |
Income taxes - Reconciliation (
Income taxes - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | |||||
Profit before income taxes | $ 9,083 | $ 26,512 | $ 10,356 | $ 66,436 | $ 1,904 |
Income tax expense calculated at the Australian income tax rate of 30% (2021: 30%) | (2,725) | (7,954) | (3,107) | (19,931) | (571) |
Tax effects of: | |||||
Movement in uncertain tax positions | (1,256) | (5,019) | (12,395) | 118,846 | (28,712) |
Utilization and changes in recognition of tax losses and temporary differences | 305 | ||||
Adjustments in respect of prior years | (213) | 839 | (1,758) | ||
Income tax expense | $ (3,981) | $ (12,973) | $ (15,715) | $ 100,059 | $ (31,041) |
Australian income tax rate | 30% | 30% | 30% | 30% | 30% |
Income taxes - Deferred Taxes (
Income taxes - Deferred Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2023 | Jan. 01, 2020 | Dec. 31, 2019 | |
Temporary difference, unused tax losses and unused tax credits | ||||||
Deferred tax liabilities | $ (8,750) | $ (14,059) | $ (14,535) | $ (10,108) | $ (20,114) | $ (20,114) |
Total deferred tax - net | (8,750) | (14,059) | (14,535) | (20,114) | ||
Deferred taxes - Recognized in profit or loss | 5,309 | 476 | 5,579 | |||
Total deferred tax - net - Recognized in profit or loss | 5,309 | 476 | 5,579 | |||
Depreciation and amortization | ||||||
Temporary difference, unused tax losses and unused tax credits | ||||||
Deferred tax liabilities | (19,280) | (22,372) | (26,411) | (30,871) | ||
Deferred taxes - Recognized in profit or loss | 3,092 | 4,039 | 4,460 | |||
Provisions and payables | ||||||
Temporary difference, unused tax losses and unused tax credits | ||||||
Deferred tax liabilities | (10,611) | (11,648) | (10,153) | (10,113) | ||
Deferred taxes - Recognized in profit or loss | (1,037) | 1,495 | 40 | |||
Receivables and consumables | ||||||
Temporary difference, unused tax losses and unused tax credits | ||||||
Deferred tax liabilities | (82) | (3,335) | (1,723) | $ (644) | ||
Deferred taxes - Recognized in profit or loss | $ 3,253 | $ (5,058) | $ 1,079 |
Income taxes - Additional infor
Income taxes - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Income taxes | ||||||
Uncertain tax liabilities | $ 49,011 | $ 47,755 | $ 47,755 | $ 35,360 | $ 154,206 | $ 125,494 |
Increase (decrease) in tax liabilities | $ 1,256 | $ 5,019 | $ 12,395 | $ (118,846) | $ 28,712 |
Trade and other receivables (De
Trade and other receivables (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Financial assets at fair value through profit or loss | ||||||
Trade receivables from related parties containing provisional pricing features | $ 9,052 | $ 2,551 | $ 8,861 | $ 6,718 | ||
Financial assets at amortized cost | ||||||
Other receivables | $ 1 | 1 | 141 | 167 | 1,351 | |
Non-financial instruments | ||||||
Indirect tax receivable | 1,647 | 3,179 | 3,606 | 2,481 | 1,648 | |
Total other receivables | $ 1,648 | $ 3,180 | $ 3,747 | $ 2,648 | $ 2,999 | |
Average credit period of credit sales | 0 days | 16 days | 16 days | 3 days | 9 days |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Current | |||||
Supplies and consumables | $ 14,154 | $ 12,595 | $ 9,593 | $ 7,551 | $ 5,786 |
Work in progress | 129 | 670 | 1,013 | 2,236 | 3,783 |
Finished goods | 7,132 | 9,774 | 14,248 | 6,802 | 5,032 |
Total current | 21,415 | 23,039 | 24,854 | 16,589 | 14,601 |
Non-current | |||||
Supplies and consumables | 334 | 354 | 431 | 565 | 518 |
Total non-current | 334 | 354 | 431 | 565 | 518 |
Total | $ 21,749 | $ 23,393 | $ 25,285 | $ 17,154 | $ 15,119 |
Inventories - Additional inform
Inventories - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jan. 01, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventories | ||||||
Net reversal of the write down of inventories for obsolete and slow moving stock | $ 30 | $ 1,580 | $ 165 | $ 228 | ||
Cost of inventories recognized as an expense within cost of goods sold | $ 10,041 | $ 6,569 | 28,204 | 34,897 | $ 33,356 | |
Inventory write off recognised as an expense | $ 715 | $ 0 |
Property, plant and equipment_3
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | $ 422,226 | $ 398,171 | $ 398,171 | $ 395,157 | ||
Depreciation | 11,696 | 11,942 | 51,328 | 52,262 | $ 55,433 | |
Additions | 13,380 | |||||
Ending balance | 423,910 | 422,226 | 398,171 | 395,157 | ||
Property, plant and equipment, net | 423,910 | 422,226 | 398,171 | 395,157 | $ 397,695 | |
Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 1,020,432 | 945,186 | 945,186 | 897,593 | 853,259 | |
Additions | 77,755 | 32,846 | 57,180 | |||
Ending balance | 1,020,432 | 945,186 | 897,593 | |||
Disposals | (157) | (8,202) | (11,426) | |||
Other movements | (2,352) | 22,949 | (1,420) | |||
Property, plant and equipment, net | 1,020,432 | 945,186 | 897,593 | |||
Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | (598,206) | (547,015) | (547,015) | (502,436) | (455,564) | |
Depreciation | (51,328) | 52,262 | 55,433 | |||
Ending balance | (598,206) | (547,015) | (502,436) | |||
Disposals | 137 | 8,202 | 8,561 | |||
Other movements | 519 | |||||
Property, plant and equipment, net | (598,206) | (547,015) | (502,436) | |||
Freehold land and buildings | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 1,247 | 1,776 | 1,776 | 2,592 | ||
Depreciation | 65 | |||||
Additions | 0 | |||||
Ending balance | 1,182 | 1,247 | 1,776 | 2,592 | ||
Property, plant and equipment, net | 1,182 | 1,247 | 1,776 | 2,592 | ||
Freehold land and buildings | Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 8,873 | 8,873 | 8,873 | 8,986 | 15,836 | |
Ending balance | 8,873 | 8,873 | 8,986 | |||
Disposals | (35) | |||||
Other movements | (113) | (6,815) | ||||
Property, plant and equipment, net | 8,873 | 8,873 | 8,986 | |||
Freehold land and buildings | Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | (7,626) | (7,097) | (7,097) | (6,394) | (11,121) | |
Depreciation | (529) | 703 | 392 | |||
Ending balance | (7,626) | (7,097) | (6,394) | |||
Disposals | 35 | |||||
Other movements | (5,084) | |||||
Property, plant and equipment, net | (7,626) | (7,097) | (6,394) | |||
Plant and equipment | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 201,133 | 187,809 | 187,809 | 180,315 | ||
Depreciation | 7,218 | |||||
Additions | 4,141 | |||||
Ending balance | 198,056 | 201,133 | 187,809 | 180,315 | ||
Property, plant and equipment, net | 198,056 | 201,133 | 187,809 | 180,315 | ||
Plant and equipment | Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 522,585 | 477,079 | 477,079 | 444,611 | 402,089 | |
Additions | 56,068 | 24,225 | 57,004 | |||
Ending balance | 522,585 | 477,079 | 444,611 | |||
Disposals | (157) | (8,202) | (1,256) | |||
Other movements | (10,405) | 16,445 | (13,226) | |||
Property, plant and equipment, net | 522,585 | 477,079 | 444,611 | |||
Plant and equipment | Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | (321,452) | (289,270) | (289,270) | (264,296) | (229,019) | |
Depreciation | (32,319) | 32,645 | 30,191 | |||
Ending balance | (321,452) | (289,270) | (264,296) | |||
Disposals | 137 | 8,202 | 1,127 | |||
Other movements | 531 | 6,213 | ||||
Property, plant and equipment, net | (321,452) | (289,270) | (264,296) | |||
Right-of-use assets | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 899 | 1,249 | 1,249 | 112 | ||
Depreciation | 352 | |||||
Additions | 0 | |||||
Ending balance | 547 | 899 | 1,249 | 112 | ||
Property, plant and equipment, net | 547 | 899 | 1,249 | 112 | ||
Right-of-use assets | Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 3,105 | 2,135 | 2,135 | 177 | 13,395 | |
Additions | 970 | 1,958 | 176 | |||
Ending balance | 3,105 | 2,135 | 177 | |||
Disposals | (9,955) | |||||
Other movements | (3,439) | |||||
Property, plant and equipment, net | 3,105 | 2,135 | 177 | |||
Right-of-use assets | Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | (2,206) | (886) | (886) | (65) | (6,079) | |
Depreciation | (1,320) | 821 | 2,335 | |||
Ending balance | (2,206) | (886) | (65) | |||
Disposals | 7,220 | |||||
Other movements | (1,129) | |||||
Property, plant and equipment, net | (2,206) | (886) | (65) | |||
Mine development | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 218,947 | 207,337 | 207,337 | 212,138 | ||
Depreciation | 4,061 | |||||
Additions | 9,239 | |||||
Ending balance | 224,125 | 218,947 | 207,337 | 212,138 | ||
Property, plant and equipment, net | 224,125 | 218,947 | 207,337 | 212,138 | ||
Mine development | Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 485,869 | 457,099 | 457,099 | 443,819 | 421,939 | |
Additions | 20,717 | 6,663 | ||||
Ending balance | 485,869 | 457,099 | 443,819 | |||
Disposals | (180) | |||||
Other movements | 8,053 | 6,617 | 22,060 | |||
Property, plant and equipment, net | 485,869 | 457,099 | 443,819 | |||
Mine development | Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | $ (266,922) | $ (249,762) | (249,762) | (231,681) | (209,345) | |
Depreciation | (17,160) | 18,093 | 22,515 | |||
Ending balance | (266,922) | (249,762) | (231,681) | |||
Disposals | 179 | |||||
Other movements | (12) | |||||
Property, plant and equipment, net | $ (266,922) | $ (249,762) | $ (231,681) |
Property, plant and equipment_4
Property, plant and equipment, net - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Jan. 01, 2020 | |
Property, plant and equipment, net | ||||||
Increase (decrease) in rehabilitation costs | $ 2,352 | $ 24,056 | $ 423 | |||
Expenditure for construction in progress | 86,191 | 56,571 | 21,819 | $ 87,805 | $ 86,191 | $ 21,630 |
Estimated CWIP included in cost of goods sold | 0 | 23,238 | 11,705 | |||
Commitment to short term lease payments | $ 1,200 | 270 | $ 863 | |||
Other reclassifications | $ 1,107 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Disclosure of detailed information about intangible assets | ||||||
Intangible assets, net | $ 721 | $ 747 | $ 947 | $ 100 | ||
Licences and software | ||||||
Disclosure of detailed information about intangible assets | ||||||
Intangible assets, net | $ 721 | $ 747 | $ 747 | $ 947 | $ 100 | $ 0 |
Trade and other payables (Detai
Trade and other payables (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Financial liabilities at amortized cost | |||||
Trade payables due to third parties | $ 10,734 | $ 21,139 | $ 9,482 | $ 8,656 | $ 5,688 |
Trade payables due to related parties | 1,720 | 799 | 652 | 481 | |
Financial liabilities at amortized cost | |||||
Mining royalty payable | 1,871 | 1,757 | 2,617 | 2,119 | |
Accrued expenses | 4,612 | 4,803 | 5,838 | 11,144 | 19,454 |
Total other payables | $ 6,483 | $ 6,560 | $ 8,455 | $ 13,263 | $ 19,454 |
Average payment period | 17 days | 23 days | 25 days |
Leases - Lease Liabilities (Det
Leases - Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Current | |||||||
Total current lease liabilities | $ 568 | $ 848 | $ 1,047 | $ 105 | $ 3,054 | ||
Non-current | |||||||
Total non-current lease liabilities | 67 | 128 | 226 | 27 | 1,832 | ||
Total | $ 635 | $ 976 | $ 1,543 | $ 1,273 | $ 132 | $ 4,886 | $ 4,886 |
Leases - Reconciliation (Detail
Leases - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash related movements in leases liabilities | |||||
Payment of lease liabilities | $ (346) | $ (316) | |||
Non-cash related movements in lease liabilities | |||||
Foreign exchange movements | (7) | 90 | $ 57 | $ 98 | $ (344) |
Change in lease liabilities | 12 | 496 | 1,035 | 2,020 | (2,380) |
Non-cash related movements in lease liabilities | 5 | 586 | 978 | 1,922 | (2,036) |
(Decrease)/increase in lease liabilities for the year | (341) | 270 | (297) | 1,141 | (4,754) |
Total lease liabilities - opening | 976 | 1,273 | 1,273 | 132 | 4,886 |
Total lease liabilities - closing | $ 635 | $ 1,543 | $ 976 | $ 1,273 | $ 132 |
Leases - Right-of-use assets (D
Leases - Right-of-use assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Leases | ||||||
Depreciation on right-of-use assets | $ 352 | $ 309 | $ 1,320 | $ 821 | $ 2,335 | |
Buildings | ||||||
Leases | ||||||
Net book value | 411 | 515 | 133 | 112 | $ 63 | |
Depreciation on right-of-use assets | 104 | 61 | 90 | 128 | ||
Plant and equipment | ||||||
Leases | ||||||
Net book value | 136 | 384 | 1,116 | 0 | $ 7,253 | |
Depreciation on right-of-use assets | $ 248 | $ 248 | $ 731 | $ 2,207 |
Leases - Profit or loss and oth
Leases - Profit or loss and other comprehensive income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||||
Depreciation on right-of-use assets | $ (352) | $ (309) | $ (1,320) | $ (821) | $ (2,335) |
Interest expense on lease liabilities | (11) | (21) | (67) | (62) | (316) |
Expense relating to variable lease payments not included in the measurement of the lease liability | (169) | ||||
Expense relating to short-term leases | (350) | (1,536) | (2,257) | (953) | |
Expense relating to low-value leases | (1) | (5) | (5) | ||
Total | $ (883) | $ (1,866) | $ (1,524) | $ (3,145) | $ (3,604) |
Provisions (Details)
Provisions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Provisions | |||||
Opening balance | $ 58,198 | $ 60,621 | $ 35,421 | $ 33,049 | |
Utilised | (1,775) | (1,107) | (1,794) | (1,241) | |
Accretion | 141 | 851 | 465 | 477 | |
Effect of foreign currency exchange movements | (94) | (1,704) | 368 | 1,314 | |
Closing balance | 56,470 | 58,198 | 60,621 | 35,421 | |
Provisions | 11,870 | 13,790 | 15,725 | 14,914 | $ 9,550 |
Non-current | 44,600 | 44,408 | 44,896 | 20,507 | $ 23,499 |
Released | (485) | ||||
Additions | 22 | 26,161 | 1,822 | ||
Employee Entitlements | |||||
Provisions | |||||
Opening balance | 14,277 | 16,117 | 15,220 | 13,907 | |
Utilised | (1,775) | (941) | (1,497) | (613) | |
Effect of foreign currency exchange movements | (166) | (844) | 388 | 1,314 | |
Closing balance | 12,336 | 14,277 | 16,117 | 15,220 | |
Provisions | 11,548 | 13,467 | 15,190 | 14,252 | |
Non-current | 788 | 810 | 927 | 968 | |
Released | (55) | ||||
Additions | 2,006 | 612 | |||
Rehabilitation costs | |||||
Provisions | |||||
Opening balance | 43,868 | 44,023 | 19,637 | 19,142 | |
Utilised | (166) | (135) | (405) | ||
Accretion | 141 | 851 | 465 | 477 | |
Effect of foreign currency exchange movements | 73 | (840) | |||
Closing balance | 44,082 | 43,868 | 44,023 | 19,637 | |
Provisions | 270 | 270 | 54 | 98 | |
Non-current | 43,812 | 43,598 | 43,969 | 19,539 | |
Additions | 24,056 | 423 | |||
Other | |||||
Provisions | |||||
Opening balance | 53 | 481 | 564 | ||
Utilised | (162) | (223) | |||
Effect of foreign currency exchange movements | (1) | (20) | (20) | ||
Closing balance | 52 | 53 | 481 | 564 | |
Provisions | $ 52 | 53 | 481 | 564 | |
Released | (430) | ||||
Additions | $ 22 | $ 99 | $ 787 |
Financial instruments (Details)
Financial instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Financial instruments | |||||
Total financial assets | $ 1 | $ 9,053 | $ 2,692 | $ 9,138 | $ 8,333 |
Total financial liabilities | 19,572 | 29,474 | 19,862 | 22,051 | 30,509 |
Trade payables | |||||
Financial instruments | |||||
Total financial liabilities | 10,734 | 21,139 | 9,482 | 8,656 | 5,688 |
Trade payables to related parties | |||||
Financial instruments | |||||
Total financial liabilities | 1,720 | 799 | 652 | ||
Other payables | |||||
Financial instruments | |||||
Total financial liabilities | 6,483 | 6,560 | 8,455 | 13,263 | |
Lease liabilities | |||||
Financial instruments | |||||
Total financial liabilities | 635 | 976 | 1,273 | 132 | 4,886 |
Amortized cost | |||||
Financial instruments | |||||
Total financial liabilities | 19,572 | 29,474 | 19,862 | 22,051 | 30,509 |
Amortized cost | Trade payables | |||||
Financial instruments | |||||
Total financial liabilities | 10,734 | 21,139 | 9,482 | 8,656 | 5,688 |
Amortized cost | Trade payables to related parties | |||||
Financial instruments | |||||
Total financial liabilities | 1,720 | 799 | 652 | 481 | |
Amortized cost | Other payables | |||||
Financial instruments | |||||
Total financial liabilities | 6,483 | 6,560 | 8,455 | 13,263 | 19,454 |
Amortized cost | Lease liabilities | |||||
Financial instruments | |||||
Total financial liabilities | 635 | 976 | 1,273 | 132 | 4,886 |
FVTPL | Trade payables to related parties | |||||
Financial instruments | |||||
Total financial liabilities | 481 | ||||
FVTPL | Other payables | |||||
Financial instruments | |||||
Total financial liabilities | 19,454 | ||||
Trade receivables from related parties | |||||
Financial instruments | |||||
Total financial assets | 9,052 | 2,551 | 8,861 | 6,718 | |
Other receivables | |||||
Financial instruments | |||||
Total financial assets | 1 | 1 | 141 | 167 | 1,351 |
Amortized cost | |||||
Financial instruments | |||||
Total financial assets | 1 | 1 | 141 | 277 | 1,615 |
Amortized cost | Other receivables | |||||
Financial instruments | |||||
Total financial assets | $ 1 | 1 | 141 | 167 | 1,351 |
FVTPL | |||||
Financial instruments | |||||
Total financial assets | 9,052 | 2,551 | 8,861 | 6,718 | |
FVTPL | Trade receivables from related parties | |||||
Financial instruments | |||||
Total financial assets | $ 9,052 | $ 2,551 | $ 8,861 | $ 6,718 |
Fair value measurements (Detail
Fair value measurements (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Fair value measurements | |||||
Financial assets | $ 406 | $ 10,368 | $ 2,630 | $ 8,971 | $ 6,982 |
Trade receivables | |||||
Fair value measurements | |||||
Financial assets | 9,052 | 2,551 | 8,861 | 6,718 | |
Cash and cash equivalents | |||||
Fair value measurements | |||||
Financial assets | 406 | 1,316 | 79 | 110 | 264 |
Level 1 | |||||
Fair value measurements | |||||
Financial assets | 406 | 1,316 | 79 | 110 | 264 |
Level 1 | Cash and cash equivalents | |||||
Fair value measurements | |||||
Financial assets | $ 406 | 1,316 | 79 | 110 | 264 |
Level 2 | |||||
Fair value measurements | |||||
Financial assets | 9,052 | 2,551 | 8,861 | 6,718 | |
Level 2 | Trade receivables | |||||
Fair value measurements | |||||
Financial assets | $ 9,052 | $ 2,551 | $ 8,861 | $ 6,718 |
Fair value measurements - Addit
Fair value measurements - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | |
Fair value measurements | ||
Amount transferred from level 1 to level 2 | $ 0 | $ 0 |
Amount transferred from level 2 to level 1 | 0 | 0 |
Amount transferred into of Level 3 | 0 | 0 |
Amount transferred out of Level 3 | $ 0 | $ 0 |
Commitments (Details)
Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments | ||||
Amount contractually committed for the acquisition of plant and equipment | $ 15,204 | $ 15,791 | $ 44,315 | $ 2,448 |
Percentage contractually committed for the acquisition of plant and equipment | 99% | 99% | 17% | 60% |
Contingent liabilities (Details
Contingent liabilities (Details) $ in Thousands, $ in Thousands | Mar. 31, 2023 USD ($) | Mar. 31, 2023 AUD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 AUD ($) | Dec. 31, 2021 AUD ($) | Dec. 31, 2020 AUD ($) |
Contingent liabilities | ||||||
Bank payment guarantees for rehabilitation | $ 24,730 | $ 36,891 | $ 25,101 | $ 36,891 | $ 36,903 | $ 36,913 |
Relationship with Parent and _3
Relationship with Parent and related entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Parent net investment | |||||
As at beginning | $ 162,467 | $ 135,797 | $ 135,797 | $ 309,998 | $ 266,976 |
Glencore Investment tax loan | 1,370 | 10,220 | 8,629 | 19,461 | 7,908 |
Glencore Australia Holdings working capital | (10,397) | (21,269) | 5,646 | (74,816) | 6,402 |
Uncertain tax position | 1,256 | 5,019 | 12,395 | (118,846) | 28,712 |
Net transactions with Parent | (7,771) | (6,030) | 26,670 | (174,201) | 43,022 |
As at end | $ 154,696 | $ 129,767 | $ 162,467 | $ 135,797 | $ 309,998 |
Relationship with Parent and _4
Relationship with Parent and related entities - Trade payables due to related parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Relationship with Parent and related entities | ||||||
Sales of goods and services | $ 65,227 | $ 76,516 | $ 219,705 | $ 273,380 | $ 202,183 | |
Trade receivables from related parties | 9,052 | 2,551 | 8,861 | $ 6,718 | ||
Trade payables due to related parties | 1,720 | 799 | 652 | 481 | ||
Glencore International AG | ||||||
Relationship with Parent and related entities | ||||||
Sales of goods and services | 65,227 | 76,516 | 273,380 | 202,183 | ||
Trade receivables from related parties | 9,052 | 2,551 | 8,861 | 6,718 | ||
Trade payables due to related parties | 994 | |||||
Glencore Australia Oil Pty Limited | ||||||
Relationship with Parent and related entities | ||||||
Purchases of goods and services | (1,299) | (1,202) | (4,349) | (5,969) | ||
Trade payables due to related parties | 460 | 545 | 421 | |||
Glencore Australia Holdings Pty Limited | ||||||
Relationship with Parent and related entities | ||||||
Purchases of goods and services | (299) | (246) | (1,443) | (2,768) | ||
Other related parties | ||||||
Relationship with Parent and related entities | ||||||
Purchases of goods and services | (369) | (331) | (1,326) | $ (1,017) | ||
Trade payables due to related parties | $ 266 | $ 254 | $ 231 | $ 481 |
Share capital (Details)
Share capital (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Dec. 31, 2020 shares | Jan. 01, 2020 shares | |
Share capital | |||||
Ordinary shares fully paid | 1 | 1 | 1 | 1 | 1 |
Ordinary shares | 1 | 1 | 1 | 1 | 1 |
Ordinary shares par value | $ / shares | $ 0 | $ 0 | $ 0 | ||
Ordinary shares, vote per share | 1 | 1 | 1 |
Share capital - Ordinary shares
Share capital - Ordinary shares issued and fully paid (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Number of shares | ||||||
Balance as at beginning | 1 | 1 | 1 | 1 | ||
Balance as at end | 1 | 1 | 1 | 1 | 1 | |
Share capital | ||||||
As at beginning | $ 366,971 | $ 353,169 | $ 345,660 | $ 353,366 | $ 339,481 | $ 339,481 |
As at end | $ 364,302 | $ 366,971 | $ 353,169 | $ 345,660 | $ 353,366 | $ 339,481 |
Deed of cross guarantee (Detail
Deed of cross guarantee (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deed of cross guarantee | ||||
Amounts recognized in respect of Deed | $ 0 | $ 0 | $ 0 | $ 0 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share | |||||
Profit for the purpose of basic earnings per share being net profit attributable to owners of the Company | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Weighted average number of ordinary shares for the purposes of basic earnings per share | 1 | 1 | 1 | 1 | 1 |
Profit for the purpose of diluted earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Weighted average number of ordinary shares for the purposes of diluted earnings per share | 1 | 1 | 1 | 1 | 1 |
Basic earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Diluted earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Subsequent events (Details)_2_3
Subsequent events (Details) $ in Thousands, $ in Thousands | May 05, 2023 USD ($) | May 05, 2023 AUD ($) | May 04, 2023 USD ($) | May 04, 2023 AUD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 AUD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 AUD ($) | Dec. 31, 2021 AUD ($) | Dec. 31, 2020 AUD ($) |
Subsequent events | ||||||||||
Bank guarantees to secure funding for the fulfilment of rehabilitation obligations | $ 24,730 | $ 36,891 | $ 25,101 | $ 36,891 | $ 36,903 | $ 36,913 | ||||
Guarantees | ||||||||||
Subsequent events | ||||||||||
Bank guarantees to secure funding for the fulfilment of rehabilitation obligations | $ 53,379 | $ 79,981 | $ 24,730 | $ 36,891 |
STATEMENT OF PROFIT OR LOSS AND
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME - USD ($) $ / shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||||
Revenue from related party | $ 65,227 | $ 76,516 | $ 219,705 | $ 273,380 | $ 202,183 |
Cost of goods sold | (51,749) | (44,558) | (189,496) | (190,150) | (181,093) |
Gross profit | 13,478 | 31,958 | 30,209 | 83,230 | 21,090 |
Distribution and selling expenses | (3,275) | (4,778) | (17,246) | (15,195) | (12,846) |
Administrative expenses | (299) | (246) | (1,230) | (1,473) | (3,909) |
Operating profit | 9,904 | 26,934 | 11,733 | 66,562 | 4,335 |
Net foreign exchange (losses)/gains | (672) | (253) | (453) | 401 | (1,647) |
Total Finance income | 4 | 6 | 3 | 9 | |
Finance costs | (153) | (169) | (930) | (530) | (793) |
Profit before income taxes | 9,083 | 26,512 | 10,356 | 66,436 | 1,904 |
Income tax (expense)/benefit | (3,981) | (12,973) | (15,715) | 100,059 | (31,041) |
Profit for the period | 5,102 | 13,539 | (5,359) | 166,495 | (29,137) |
Other comprehensive income | 0 | 0 | |||
Total comprehensive income | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
(Losses)/earnings per share | |||||
Basic, Earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Diluted, Earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Weighted average number of ordinary shares, Basic | 1 | 1 | 1 | 1 | 1 |
Weighted average number of ordinary shares, Diluted | 1 | 1 | 1 | 1 | 1 |
STATEMENT OF FINANCIAL POSITION
STATEMENT OF FINANCIAL POSITION - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Current assets | |||||||
Cash and cash equivalents | $ 406 | $ 1,316 | $ 824 | $ 79 | $ 110 | $ 264 | $ 264 |
Trade receivables from related parties containing provisional pricing features | 9,052 | 2,551 | 8,861 | 6,718 | |||
Other receivables | 1,648 | 3,180 | 3,747 | 2,648 | 2,999 | ||
Inventories | 21,415 | 23,039 | 24,854 | 16,589 | 14,601 | ||
Prepaid expenses | 1,962 | 3,422 | 9,373 | 1,205 | |||
Current assets | 25,431 | 40,009 | 40,604 | 29,413 | 24,582 | ||
Non-current assets | |||||||
Property, plant and equipment, net | 423,910 | 422,226 | 398,171 | 395,157 | 397,695 | ||
Intangible assets, net | 721 | 747 | 947 | 100 | |||
Inventories | 334 | 354 | 431 | 565 | 518 | ||
Other assets | 57 | 49 | 138 | 358 | |||
Non-current assets | 425,021 | 423,384 | 399,598 | 395,960 | 398,571 | ||
Total assets | 450,452 | 463,393 | 440,202 | 425,373 | 423,153 | ||
Current liabilities | |||||||
Trade payables | 10,734 | 21,139 | 9,482 | 8,656 | 5,688 | ||
Trade payables to related parties | 1,720 | 799 | 652 | 481 | |||
Other payables | 6,483 | 6,560 | 8,455 | 13,263 | 19,454 | ||
Lease liabilities | 568 | 848 | 1,047 | 105 | 3,054 | ||
Provisions | 11,870 | 13,790 | 15,725 | 14,914 | 9,550 | ||
Current liabilities | 31,375 | 43,136 | 35,361 | 36,938 | 38,227 | ||
Non-current liabilities | |||||||
Lease liabilities | 67 | 128 | 226 | 27 | 1,832 | ||
Provisions | 44,600 | 44,408 | 44,896 | 20,507 | 23,499 | ||
Deferred tax liabilities | 10,108 | 8,750 | 14,059 | 14,535 | 20,114 | 20,114 | |
Non-current liabilities | 54,775 | 53,286 | 59,181 | 35,069 | 45,445 | ||
Total liabilities | 86,150 | 96,422 | 94,542 | 72,007 | 83,672 | ||
Net assets | 364,302 | 366,971 | 345,660 | 353,366 | 339,481 | ||
Equity | |||||||
Share capital | 0 | 0 | 0 | 0 | |||
Retained earnings | 209,606 | 204,504 | 209,863 | 43,368 | 72,505 | ||
Parent net investment | 154,696 | 162,467 | 129,767 | 135,797 | 309,998 | 266,976 | 266,976 |
Total equity | $ 364,302 | $ 366,971 | $ 353,169 | $ 345,660 | $ 353,366 | $ 339,481 | $ 339,481 |
STATEMENT OF CHANGES IN EQUITY
STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands | Share capital | Retained earnings | Parent net investment | Total |
As at beginning at Dec. 31, 2019 | $ 72,505 | $ 266,976 | $ 339,481 | |
As at beginning (in shares) at Dec. 31, 2019 | 1 | |||
Profit (loss) for the year | (29,137) | (29,137) | ||
Net changes in parent net investment | 43,022 | 43,022 | ||
As at end at Dec. 31, 2020 | 43,368 | 309,998 | 353,366 | |
As at end (in shares) at Dec. 31, 2020 | 1 | |||
Profit (loss) for the year | 166,495 | 166,495 | ||
Net changes in parent net investment | (174,201) | (174,201) | ||
As at end at Dec. 31, 2021 | 209,863 | 135,797 | 345,660 | |
As at end (in shares) at Dec. 31, 2021 | 1 | |||
Profit (loss) for the year | 13,539 | 13,539 | ||
Net changes in parent net investment | (6,030) | (6,030) | ||
As at end at Mar. 31, 2022 | 223,402 | 129,767 | 353,169 | |
As at end (in shares) at Mar. 31, 2022 | 1 | |||
As at beginning at Dec. 31, 2021 | 209,863 | 135,797 | 345,660 | |
As at beginning (in shares) at Dec. 31, 2021 | 1 | |||
Profit (loss) for the year | (5,359) | (5,359) | ||
Net changes in parent net investment | 26,670 | 26,670 | ||
As at end at Dec. 31, 2022 | 204,504 | 162,467 | 366,971 | |
As at end (in shares) at Dec. 31, 2022 | 1 | |||
Profit (loss) for the year | 5,102 | 5,102 | ||
Net changes in parent net investment | (7,771) | (7,771) | ||
As at end at Mar. 31, 2023 | $ 209,606 | $ 154,696 | $ 364,302 | |
As at end (in shares) at Mar. 31, 2023 | 1 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Operating activities | ||||||||
Profit before income taxes | $ 9,083 | $ 26,512 | $ 10,356 | $ 66,436 | $ 1,904 | |||
Adjustments for: | ||||||||
Depreciation and amortization | 11,721 | 11,950 | 51,529 | 52,321 | 55,433 | |||
Net foreign exchange losses/(gains) | 672 | 253 | 453 | (401) | 1,647 | |||
Finance income | (4) | (6) | (3) | (9) | ||||
Finance costs | 153 | 169 | 930 | 530 | 793 | |||
Movement in provisions | (1,767) | (1,477) | 1,112 | 1,746 | 1,473 | |||
Other non-cash | (547) | (217) | (1,568) | 1,507 | (64) | |||
Adjustments | 19,311 | 37,190 | 62,806 | 122,136 | ||||
(Increase)/decrease in trade receivables from related parties | 9,052 | (1,442) | (6,501) | 6,310 | 351 | |||
Decrease/(increase) in other receivables | 1,532 | 2,014 | 567 | (961) | (1,922) | |||
Decrease/(increase) in prepaid expenses | 1,404 | 5,550 | 5,943 | (8,217) | (1,204) | |||
Decrease/(increase) in inventories | 1,644 | (809) | 1,892 | (8,131) | (2,035) | |||
Increase in trade payables to related parties | 921 | 187 | 147 | 652 | (481) | |||
Increase in trade payables | (1,676) | (41) | 1,141 | 826 | 2,968 | |||
Decrease in other payables | (77) | (855) | (1,895) | (4,808) | (6,191) | |||
Cash generated by operations | 32,111 | 41,794 | 64,100 | 107,807 | 52,663 | |||
Income taxes paid by related party | (1,370) | (10,220) | (8,629) | [1] | (19,461) | [1],[2] | (7,908) | [2] |
Interest received | 4 | 6 | 3 | 9 | ||||
Interest paid | (117) | (125) | (930) | (530) | (793) | |||
Net cash generated by operating activities | 30,628 | 31,448 | 54,547 | 87,819 | 43,971 | |||
Investing activities | ||||||||
Purchase of property, plant, and equipment and intangibles | (22,035) | (19,392) | (66,273) | (32,068) | (55,763) | |||
Net cash used in investing activities | (22,035) | (19,392) | (66,273) | (32,068) | (55,763) | |||
Financing activities | ||||||||
Payment of lease liabilities | (346) | (316) | (1,275) | (781) | (2,718) | |||
Transfers from/(to) Parent | (9,027) | (11,049) | 14,275 | (55,158) | 14,310 | |||
Net cash used in financing activities | (9,373) | (11,365) | 13,000 | (55,939) | 11,592 | |||
(Decrease)/increase in cash and cash equivalents | (780) | 691 | 1,274 | (188) | (200) | |||
Cash and cash equivalents at the beginning of the period | 1,316 | 79 | 79 | 110 | 264 | |||
Net foreign exchange difference | (130) | 54 | (37) | 157 | 46 | |||
Cash and cash equivalents at the end of the period | $ 406 | $ 824 | $ 1,316 | $ 79 | $ 110 | |||
[1] The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a related party of the Company, is the head entity. Tax payments from companies within the Glencore Investment tax consolidated group are made by Glencore Investment in accordance with the tax sharing and tax funding agreements entered into by those entities and settled through intercompany loans via parent net investment (see notes 2.15 and 22). The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a related party of the Company, is the head entity. Tax payments from companies within the Glencore Investment tax consolidated group are made by Glencore Investment in accordance with the tax sharing and tax funding agreements entered into by those entities and settled through intercompany loans via parent net investment (see notes 2.16 and 22). |
Corporate information_2
Corporate information | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Corporate information | |||
Corporate information | 1. Corporate information Cobar Management Pty. Limited (“Cobar” or the “Company”) is a proprietary company incorporated in Australia. Its parent entity is Glencore Operations Australia Pty Limited (“Glencore Operations Australia”). Its ultimate parent entity is Glencore plc (the “Parent”). The unaudited interim condensed financial statements of the Company for the period ended March 31, 2023 were authorized for issue in accordance with a resolution of the Directors on May 19, 2023. Cobar is primarily engaged in the operation of Cornish, Scottish and Australian underground copper mine (“CSA mine”) in Australia. The CSA mine was transferred to the Company on November 29, 2021 as part of the Reorganization (as described below). Prior to November 29, 2021, the Company was the manager and operator of the CSA mine. From January 1, 2019 to November 28, 2021 Acelight Pty Limited (“Acelight”) and Isokind Pty Limited (“Isokind”) owned the assets in the CSA mine in a 40/60 split respectively, pursuant to an unincorporated joint arrangement. Whilst Acelight, Isokind, and Cobar each have a different immediate parent, all of them are indirectly 100% owned and controlled by their ultimate parent entity, Glencore plc, for all periods presented in the financial statements. On November 29, 2021, all assets, tenements and residual interests held by Acelight and Isokind for the operation of the CSA mine were transferred to Cobar (the “Reorganization”). The consideration was settled by related party loans. As this was a transaction between entities under common control, the book value basis of accounting, organized the book values of the Parent, was used to record the assets and liabilities contributed to Cobar. Further, the financial statements report the results of the CSA mine operations as though the transfer of net assets occurred at January 1, 2020. On March 17, 2022, Glencore Operations Australia entered a binding agreement with Metals Acquisition Corp (“MAC”) for the sale and purchase of Cobar. MAC will assume ownership and full operational control of the Company and will enter into an offtake agreement with the Parent for 100% of the copper concentrate produced at the CSA mine in return for consideration of $1.05 billion in cash, $50 million equity stake in MAC and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. On November 22, 2022, Glencore Operations Australia entered a binding deed of amendment with MAC in respect of the March 17, 2022, agreement, for the sale and purchase of Cobar. The deed of amendment provides consent to the re-domiciliation of MAC and amends consideration to $775 million in cash (with the ability to scale up to $875 million cash depending on Private Investment in Public Entity (“PIPE”) demand), up to $100 million equity stake in MAC, $75 million deferred to be paid out of half the proceeds of any future equity raise, $75 million contingent payment payable when copper averages greater than $4.25/lb for 18 continuous months over the life of mine (“LOM”), $75 million contingent payment payable when copper averages greater than $4.50/lb for 24 continuous months over the LOM, and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. The transaction, expected to be completed in 2023, is subject to the approval of MAC’s shareholders and other customary closing conditions, including regulatory approvals. The date of completion was extended to June 1, 2023. | 1. Corporate information Cobar Management Pty Limited (“Cobar” or the “Company”) is a proprietary company incorporated in Australia. Its parent entity is Glencore Operations Australia Pty Limited (“Glencore Operations Australia”). Its ultimate parent entity is Glencore plc (the “Parent”). The financial statements of the Company for the years ended December 31, 2022 and 2021 were authorized for issue in accordance with a resolution of the Directors on March 17, 2023. Cobar is primarily engaged in the operation of Cornish, Scottish and Australian underground copper mine (“CSA mine”) in Australia. CSA mine was transferred to the Company on November 29, 2021 as part of the Reorganization (as described below). Prior to November 29, 2021, the Company was the manager and operator of the CSA mine. From January 1, 2019 to November 28, 2021 Acelight Pty Limited (“Acelight”) and Isokind Pty Limited (“Isokind”) owned the assets in the CSA mine in a 40/60 split respectively, pursuant to an unincorporated joint arrangement. Whilst Acelight, Isokind, and Cobar each have a different immediate parent, all of them are indirectly 100% owned and controlled by their ultimate parent entity, Glencore plc, for all periods presented in the financial statements. On November 29, 2021, all assets, tenements and residual interests held by Acelight and Isokind for the operation of the CSA mine were transferred to Cobar (the “Reorganization”). The consideration was settled by related party loans. As this was a transaction between entities under common control, the book value basis of accounting, utilising the book values of the Parent, was used to record the assets and liabilities contributed to Cobar. Further, the financial statements report the results of the CSA mine operations as though the transfer of net assets occurred at January 1, 2020. On March 17, 2022, Glencore Operations Australia entered a binding agreement with Metals Acquisition Corp (“MAC”) for the sale and purchase of Cobar. MAC will assume ownership and full operational control of the Company and will enter into an offtake agreement with the Parent for 100% of the copper concentrate produced at the CSA mine in return for consideration of $1.05 billion in cash, $50 million equity stake in MAC and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. On November 22, 2022, Glencore Operations Australia entered a binding deed of amendment with MAC in respect of the March 17, 2022, agreement, for the sale and purchase of Cobar. The deed of amendment provides consent to the re-domiciliation of MAC and amends consideration to $775 million in cash (with the ability to scale up to $875 million cash depending on Private Investment in Public Entity (“PIPE”) demand), up to $ 100 million equity stake in MAC, $75 million deferred to be paid out of half the proceeds of any future equity raise, $75 million contingent payment payable when copper averages greater than $4.25/lb for 18 24 | 1. Corporate information Cobar Management Pty Limited (“Cobar” or the “Company”) is a proprietary company incorporated in Australia. Its parent entity, is Glencore Operations Australia Pty Limited (“Glencore Operations Australia”). Its ultimate parent entity is Glencore plc (the “Parent”). The financial statements of the Company for the years ended December 31, 2020 and 2021 were authorised for issue in accordance with a resolution of the Directors on December 23, 2022. Cobar is primarily engaged in the operation of Cornish, Scottish and Australian underground copper mine (“CSA mine”) in Australia. CSA mine was transferred to the Company on November 29, 2021 as part of the Reorganization (as described below). Prior to November 29, 2021, the Company was a shell company with no active trade or business. From January 1, 2019 to November 28, 2021 Acelight Pty Limited (“Acelight”) and Isokind Pty Limited (“Isokind”) owned the assets in the CSA mine in a 40/60 split respectively, pursuant to an unincorporated joint arrangement. Whilst Acelight, Isokind, and Cobar each have a different immediate parent, all of them are indirectly 100% owned and controlled by their ultimate parent entity, Glencore plc, for all periods presented in the financial statements. On November 29, 2021, all assets, tenements and residual interests held by Acelight and Isokind for the operation of the CSA mine were transferred to Cobar (the “Reorganization”). The consideration was settled by related party loans. As this was a transaction between entities under common control, the book value basis of accounting, utilising the book values of the Parent, was used to record the assets and liabilities contributed to Cobar. Further, the financial statements report the results of the CSA mine operations as though the transfer of net assets occurred at the beginning of the period and the comparative financial information has been adjusted accordingly as well. On March 17, 2022, Glencore Operations Australia entered a binding agreement with Metals Acquisition Corp (“MAC”) for the sale and purchase of Cobar. MAC will assume ownership and full operational control of the Company and will enter into an offtake agreement with the Parent for 100% of the copper concentrate produced at the CSA mine in return for consideration of $1.05 billion in cash, $50 million equity stake in MAC and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. On November 22, 2022, Glencore Operations Australia entered a binding deed of amendment with MAC in respect of the March 17, 2022, agreement, for the sale and purchase of Cobar. The deed of amendment provides consent to the re-domiciliation of MAC and amends consideration to $775 million in cash (with the ability to scale up to $875 million cash depending on PIPE demand), up to $100 million equity stake in MAC, $75 million deferred to be paid out of half the proceeds of any future equity raise, $75 million contingent payment payable when copper averages greater than $4.25/lb for 18 continuous months over the life of mine (“LOM”), $75 million contingent payment payable when copper averages greater than $4.50/lb for 24 continuous months over the LOM, and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. The transaction, expected to be completed in 2023, is subject to the approval of MAC’s shareholders and other customary closing conditions, including regulatory approvals. |
Significant accounting polic_16
Significant accounting policies | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant accounting policies | |||
Significant accounting policies | 2. Significant accounting policies 2.1 Basis of preparation The unaudited interim condensed financial statements are general purpose financial statements, which have been prepared in accordance with IAS 34 Interim Financial Reporting The Company’s financial information is presented as financial information using the historical results of operations and the historical bases of assets and liabilities of the Parent. The share of Cobar is owned by, and all operations of Cobar are controlled, by the Parent. The business of the Company is the operation of the CSA mine in New South Wales, Australia. Management of the Company believes assumptions underlying the unaudited interim condensed financial statements are reasonable. However, the unaudited interim condensed financial statements may not be indicative of the interim condensed financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The interim condensed statement of profit or loss and other comprehensive income includes all revenues and costs directly attributable to the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to Cobar based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in Cobar. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 21 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head entity. The unaudited interim condensed financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern Although the Company is in a net current liability position of $5,417, based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the unaudited interim condensed financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these unaudited interim condensed financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, management continue to adopt the going concern basis of accounting in preparing these unaudited interim condensed financial statements. 2.2 Application of new and revised accounting standards These unaudited interim condensed financial statements are prepared using the same accounting policies as applied in the audited 2022 financial statements. The following clarification revision to existing accounting pronouncements became effective as of January 1, 2023 and has been adopted by the Company. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The amendments did not have a material impact on these unaudited interim condensed financial statements. | 2. Significant accounting policies 2.1 Basis of preparation The financial statements are general purpose financial statements, which have been prepared on a stand-alone basis and are derived from Glencore plc’s consolidated financial statements and accounting records in which the Company was consolidated. Glencore plc’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board(“IASB”) and based on Glencore plc’s transition to IFRS which had occurred prior to its initial public offering in 2011. 2. Significant accounting policies (continued) The financial statements include the historical results of operations, financial position and cash flows of the Company for the periods presented and have been prepared in accordance with the IFRS as issued by the IASB. The Company’s financial information is presented using the historical results of operations and the historical bases of assets and liabilities of the Parent. The business of the Company is the operation of the CSA copper mine in New South Wales Australia. Management of the Company believes assumptions underlying the financial statements are reasonable. However, the financial statements may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The statement of profit or loss and other comprehensive income include all revenues and costs directly attributable the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to the Company based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in the Company. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 22 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment, a subsidiary of the Parent, is the head entity. See note 2.15 ‘Income taxes’ for more information. The financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases Inventories Impairment of assets In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. 2. Significant accounting policies (continued) All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern As at December 31, 2022, the Company has a net current liability position of $3,127 thousand and a loss for the year of $5,359 thousand, but net cash generated by operating activities of $54,547 thousand. Based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. 2.2 COVID-19 The Company is aware that COVID-19 has the capacity to adversely affect the future financial performance of the Company in a variety of ways, including: significant COVID-19 specific costs, disruptions to supply chain (including purchasing, production, and transportation) and volatility in the price for copper. Depending on the duration and extent of the impact of COVID-19 and if any of the aforementioned risks materialise, it may become necessary to reassess certain accounting conclusions and disclosures including the valuation of inventories, fair value measurements, the impairment of non-financial assets, adequacy of provisions, expected credit loss assumptions, and the extent of the impact on the results of operations and cash flows. 2.3 Application of new and revised accounting standards Adoption of new and revised standards In the current year, the Company has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (“the IASB”) that are relevant to its operations and effective for the current annual reporting year. The nature and impact of each new standard or amendment is described below: Amendments to IAS 16 — Proceeds before intended use The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The adoption of these amendments have not had a material impact on the Company. New and revised standards not yet effective IFRS Standards and Interpretations that are issued, but are not yet effective, up to the date of issuance of the financial statements, which are applicable to the Company, are disclosed below. The Company will apply these amendments, as applicable, when they become effective. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. 2. Significant accounting policies (continued) Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The Company has assessed the potential impact of the amendments on these financial statements and does not expect a material impact. 2.4 Revenue recognition Revenue is derived principally from the sale of goods and recognized when the performance obligations have been satisfied upon transfer of control of the goods from the Company to the customer. Revenue is measured based on consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue related to the sale of goods is recognized when the product is delivered to the destination specified by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises and the customer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. The sales price is determined on a provisional basis at the date of sale as the final selling price is subject to movements in market prices up to the date of final pricing, normally ranging from 30 to 90 days after initial booking (provisionally priced sales). As the pricing only varies based on future market prices after the performance obligation has been satisfied, this is not considered to be variable consideration. The Company’s right to the consideration is unconditional as only the passage of time is required before payment is due and, therefore, the Company accounts for the receivable under IFRS 9. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. The revenue adjustment mechanism embedded within provisionally priced sales arrangements has the character of a commodity derivative. Accordingly, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognized as an adjustment to revenue. In all cases, fair value is estimated by reference to forward market prices. The principal risks associated with recognition of sales on a provisional basis include commodity price fluctuations between the date the sale is recorded and the date of final settlement. If a significant decline in commodity prices occurs, it is reasonably possible the Company could be required to pay the difference between the provisional price and final selling price. Revenues from the sale of silver, a by-product in the production of copper concentrate, are included within revenue from the sale of concentrate, which includes copper and silver. 2. Significant accounting policies (continued) The Company is responsible for providing certain shipping and insurance services to the customer, which is generally before the date at which the Company has transferred control of the goods. These services are not distinct within the context of the contract, and they are not separately identifiable from other promises within the contract. Accordingly, shipping and insurance services are not considered separate performance obligations and are treated as costs to fulfill the promise to transfer the related products. Any customer payments of shipping and handling costs are recorded within revenue. While the Company’s customer has an option to take deliveries of the goods on Cost and Freight (“CFR”) and Cost, Insurance and Freight (“CIF”) basis, the customer generally opts for Free on Board (“FOB”) based delivery where the Company is responsible for loading the purchased goods onto the ship, and all costs associated up to that point. 2.5 Foreign currency translation The Company’s reporting currency and the functional currency of each of the entities collectively forming the Company is the U.S. dollar as this is assessed to be the principal currency of the economic environment in which it operates. All operating revenue generated by Cobar is in the U.S. dollar and all the funding arrangements through Parent net investment (see note 22) are denominated in the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are converted into the functional currency using the exchange rate prevailing at the transaction date. Monetary assets and liabilities outstanding at year end are converted at year-end rates. The resulting exchange differences are recorded in the statement of profit or loss and other comprehensive income. The average and closing AUD/USD foreign currency exchange rates at 2022 and 2021 are listed below: Average Closing FX rate FX rate 2021 0.7512 0.7272 2022 0.6935 0.6804 2.6 Property, plant and equipment Property, plant and equipment are initially recognized at cost, being the fair value of the consideration given to acquire or construct the asset, including directly attributable costs required to bring the asset to the location or to a condition necessary for operation and the direct cost of dismantling and removing the asset, less accumulated depreciation and any accumulated impairment losses. Property, plant and equipment are depreciated to their estimated residual value over the estimated useful life of the specific asset concerned, or the estimated remaining life of mine (“LOM”), field or lease. Depreciation commences when the asset is available for use. The major categories of property, plant and equipment are depreciated/amortized on a units of production (“UOP”) and/or straight-line basis. Depreciation of property, plant and equipment using UOP method over the LOM is based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). The portion of mineral resources are included in depreciation calculations where they are expected to be classified as mineral reserves based on high degree of confidence that they will be extracted in an economic manner. Assets under construction are included in Plant and equipment and since the assets are not yet available for use, are not depreciated. 2. Significant accounting policies (continued) The estimated useful lives for the current and comparative periods are as follows: Buildings 10 Freehold land Not depreciated Plant and equipment 3 Right-of-use assets 2 Mine development UOP Mine development Mine development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable mineral reserves, including shafts, adits, drifts, ramps, permanent excavations, and infrastructure. Costs incurred before mineral resources are classified as proven and probable reserves are expensed as incurred. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves and such proposed development receives the appropriate approvals. All subsequent development expenditure is similarly capitalized, provided commercial viability conditions continue to be satisfied. Proceeds from the sale of product extracted during the development phase are netted against development expenditure. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. Depreciation for mine development costs is determined using the UOP method based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). Depreciation, depletion and amortization using the UOP method is recorded upon production of finished goods, at which time it is allocated to inventory cost and then included as a component of cost of goods sold. Other assets are depreciated on a straight-line basis over estimated useful lives for the related assets. 2.7 Leases As lessee, the Company assesses whether a contract contains a lease at inception of a contract. The Company recognizes a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements in which it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the future lease payments from the commencement date of the lease. The lease payments are discounted using the asset and company specific incremental borrowing rates. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability, with a corresponding adjustment to the related right-of-use assets, whenever: ● The lease term changes or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● The lease payments change due to the changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; ● A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification. 2. Significant accounting policies (continued) The right-of-use assets are initially recognized in the statement of financial position at cost, which comprises the amount of the initial measurement of the corresponding lease liability, adjusted for any lease payments made at or prior to the commencement date of the lease, any lease incentive received and any initial direct costs incurred, and expected costs for obligations to dismantle and remove right-of-use assets when they are no longer used. Right-of-use assets are recognized within property, plant and equipment in the statement of financial position. Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the right-of-use asset or the end of the lease term. 2.8 Restoration, rehabilitation and decommissioning Restoration, rehabilitation and decommissioning costs arising from the installation of plant and other site preparation work, discounted using a risk free discount rate to their net present value, are provided for and capitalized at the time such an obligation arises. The costs are charged to the statement of profit or loss and other comprehensive income over the life of the operation through depreciation of the asset and the accretion expense of the discount on the provision. Costs for restoration of subsequent site disturbance, which is created on an ongoing basis during production, are provided for at their net present values and charged to the statement of profit or loss and other comprehensive income as extraction progresses. Changes in the estimated timing of the rehabilitation or changes to the estimated future costs are accounted for prospectively by recognizing an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates, provided the reduction in the provision is not greater than the depreciated capitalized cost of the related asset, in which case the capitalized cost is reduced to nil and the remaining adjustment recognized in the statement of profit or loss and other comprehensive income. In the case of closed sites, changes to estimated costs are recognized immediately in the statement of profit or loss and other comprehensive income. 2.9 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization (calculated on a straight- line basis over their useful lives) and accumulated impairment losses, if any. The major categories of intangibles are amortized on a straight-line basis as follows: Licences and software 3 2.10 Impairment or impairment reversals The Company conducts, at least annually, an internal review of asset values which is used as a source of information to assess for any indications of impairment. Formal impairment tests are carried out when events or changes in circumstances indicate the carrying value may not be recoverable. A formal impairment test involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the CGU level. If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the lower amount. 2. Significant accounting policies (continued) For those assets which were impaired in prior periods, if their recoverable amount exceeds their carrying amount, an impairment reversal is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the higher amount to the extent the increased carrying amount does not exceed the carrying value of the asset that would have been determined had no impairment previously been recognized. Goodwill impairments cannot be subsequently reversed. 2.11 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources embodying economic benefits that can be reliably estimated will be required to settle the liability. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). 2.12 Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in- first-out (“FIFO”) or the weighted average method and comprises material costs, labour costs, allocated production related overhead costs and includes treatment and refining cost. Raw materials and consumables are measured using the FIFO method and work in progress inventories using the weighted average method. Financing and storage costs related to inventory are expensed as incurred. 2.13 Financial instruments Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are classified as either financial assets at amortized cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVTPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. Financial assets are initially recognized at fair value on the trade date, including, in the case of instruments not subsequently measured at fair value through profit or loss, directly attributable transaction costs. Trade receivables with no provisional price features and where there is no significant financing component, are initially recognized at their transaction price. Subsequently, other investments, provisionally priced trade receivables and derivatives are carried at fair value and trade receivables that do not contain provisional price features, loans and other receivables are carried at amortized cost. Financial liabilities, other than derivatives and those containing provisional price features, are initially recognized at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortized cost. Financial liabilities that contain provisional pricing features and derivatives are carried at FVTPL. Impairment of financial assets A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The expected credit loss recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. 2. Significant accounting policies (continued) The Company applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime expected loss provision. The expected credit losses on these financial assets is estimated using a provision matrix by reference to past default experience and an equivalent credit rating, adjusted as appropriate for current observable data and forward-looking information. For all other financial assets at amortized cost, the Company recognizes lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition, which is determined by: ● A review of overdue amounts ● Comparing the risk of default at the reporting date and at the date of initial recognition ● An assessment of relevant historical and forward-looking quantitative and qualitative information. For those balances that are beyond 30 days overdue it is presumed to be an indicator of a significant increase in credit risk. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-months expected credit loss, which comprises the expected lifetime loss from the instrument were a default to occur within 12 months of the reporting date. The Company considers an event of default has materialised and the financial asset is credit impaired when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay the Company without taking into account any collateral held by the Company or if the financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Derecognition of financial assets and financial liabilities The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received. The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or have expired. On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognized in profit and loss. On derecognition of equity investments designated and measured at FVTOCI, the cumulative gain or loss recognized in other comprehensive income is reclassified directly to retained earnings. 2. Significant accounting policies (continued) 2.14 Goods and services tax Revenues, expenses and assets are recognized net of the amount of goods and services tax (“GST”), except: ● where the amount of GST incurred is not recoverable from the taxation authority, it is recognized as part of the cost of acquisition of an asset or as part of an item of expense; or ● for receivables and payables which are recognized inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. 2.15 Income tax Tax Consolidation The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment is the head entity. As a result, the Company is subject to income tax through its membership of this tax consolidated group. Entities within the tax consolidated group have entered into a tax funding agreement and a tax sharing agreement with the head entity. The current and deferred tax amounts for the tax consolidated group are allocated to the members of the tax consolidated group (including the Company) using the ‘separate taxpayer within group’ approach. This method requires tax to be calculated for each member with adjustments for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the group or that have a different tax consequence at the level of the group. Accordingly, the Company recognizes an allocation of income taxes in the financial statements as if it calculated and filed a separate income tax return for Cobar, Acelight and Isokind. Deferred taxes are allocated by reference to the carrying amounts in the financial statements of the Company and the tax values applying under tax consolidation. Current tax liabilities arising from this process are accounted for as being assumed by the head entity, as under Australian taxation law the head entity has the legal obligation for (or right to) these amounts. Such amounts are reflected in amounts receivable from or payable to the head entity via Parent net investment, see movement to “Glencore Investment tax loan” in note 22. Income tax consists of current and deferred income taxes. Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Adjustments are made for transactions and events occurring within the tax consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. Deferred tax Deferr | 2. Significant accounting policies 2.1 Basis of preparation The financial statements are general purpose financial statements, which have been prepared on a stand-alone basis and are derived from Glencore plc’s consolidated financial statements and accounting records in which the Company was consolidated. Glencore plc’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board (“IASB”) and based on Glencore plc’s transition to IFRS which had occurred prior to its initial public offering in 2011. The financial statements include the historical results of operations, financial position and cash flows of the Company for the periods presented and have been prepared in accordance with the IFRS as issued by the IASB. The Company’s financial information is presented using the historical results of operations and the historical bases of assets and liabilities of the Parent. The business of the Company is the operation of the CSA copper mine in New South Wales Australia. Management of the Company believes assumptions underlying the financial statements are reasonable. However, the financial statements may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The statement of profit or loss and other comprehensive income include all revenues and costs directly attributable the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to the Company based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in the Company. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 22 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head entity. See note 2.16 ‘Income taxes’ for more information. The financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases Inventories Impairment of assets In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern Based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. 2.2 First time adoption of International Financial Reporting Standards The financial statements, for the year ended December 31, 2020, are the first the Company has prepared in accordance with IFRS. For periods up to and including the year ended December 31, 2019, the Company did not prepare financial statements as the entities that collectively are the Company were each individually members of the Glencore Investment Deed of Cross Guarantee and therefore individually qualify for relief from lodging a financial report with the Australian Security & Investments Commission. The financial statements presented in this report comply with IFRS applicable as at December 31, 2021. In preparing the financial statements, the Company’s opening statement of financial position was prepared as at January 1, 2020, the Company’s date of transition to IFRS. The Company prepared its financial statements in accordance with the recognition and measurement principles of IFRS, the application of IFRS 1 First-time Adoption of International Financial Reporting Standard Exemption applied IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS. The Company has applied the exemption in relation to cumulative translation differences that existed at the date of transition to IFRS. A cumulative translation adjustment of $35,540 thousand existed as a result of the change in presentational currency of Acelight Pty Limited and Isokind Pty Limited from AUD to USD presentational currency in 2014. The Company has applied the exemption under IFRS 1 whereby this cumulative translation difference is deemed to be zero at the date of transition to IFRS. As this is the first financial statements the Company has prepared which are general-purpose financial statements, summarised below is an overview of the significant accounting policies adopted in the preparation and presentation of the financial statements. These accounting policies are consistent with IFRS and other than the exemption noted above no adjustments were taken. The accounting policies set out below have been consistently applied from the date of transition on January 1, 2020. 2.3 COVID-19 The Company is aware that COVID-19 has the capacity to adversely affect the future financial performance of the Company in a variety of ways, including: significant COVID-19 specific costs, disruptions to supply chain (including purchasing, production, and transportation) and volatility in the price for copper. Depending on the duration and extent of the impact of COVID-19 and if any of the aforementioned risks materialise, it may become necessary to reassess certain accounting conclusions and disclosures including the valuation of inventories, fair value measurements, the impairment of non-financial assets, adequacy of provisions, expected credit loss assumptions, and the extent of the impact on the results of operations and cash flows. 2.4 Application of new and revised accounting standards Adoption of new and revised standards As these financial statements are the first prepared for the Company all new and revised Standards and Interpretations issued by the International Accounting Standards Board (“the IASB”) have been adopted. New and revised standards not yet effective IFRS Standards and Interpretations that are issued, but are not yet effective, up to the date of issuance of the financial statements, which are applicable to the Company, are disclosed below. The Company will apply these amendments, as applicable, when they become effective. Annual Improvements 2018-2020 and Other Amendments — effective for year ends beginning on or after January 1, 2022 The amendments clarify certain requirements in: ● IFRS 1 First-time Adoption of International Financial Reporting Standards; ● IFRS 3 Business Combinations; ● IFRS 9 Financial Instruments; ● IFRS 16 Property, Plant and Equipment; and ● IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Amendments to IFRS 16 — Proceeds before intended use — effective for year ends beginning on or after January 1, 2022 The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The Company has assessed the potential impact of the amendment on these financial statements and does not expect a material impact. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The Company is assessing the potential impact of the amendments on these financial statements. 2.5 Revenue recognition Revenue is derived principally from the sale of goods and recognized when the performance obligations have been satisfied upon transfer of control of the goods from the Company to the customer. Revenue is measured based on consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue related to the sale of goods is recognized when the product is delivered to the destination specified by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises and the customer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. The sales price is determined on a provisional basis at the date of sale as the final selling price is subject to movements in market prices up to the date of final pricing, normally ranging from 30 to 90 days after initial booking (provisionally priced sales). As the pricing only varies based on future market prices after the performance obligation has been satisfied, this is not considered to be variable consideration. The Company’s right to the consideration is unconditional as only the passage of time is required before payment is due and, therefore, the Company accounts for the receivable under IFRS 9. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. The revenue adjustment mechanism embedded within provisionally priced sales arrangements has the character of a commodity derivative. Accordingly, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognized as an adjustment to revenue. In all cases, fair value is estimated by reference to forward market prices. The principal risks associated with recognition of sales on a provisional basis include commodity price fluctuations between the date the sale is recorded and the date of final settlement. If a significant decline in commodity prices occurs, it is reasonably possible the Company could be required to pay the difference between the provisional price and final selling price. Revenues from the sale of silver, a by-product in the production of copper concentrate, are included within revenue from the sale of concentrate, which includes copper and silver. The Company is responsible for providing certain shipping and insurance services to the customer, which is generally before the date at which the Company has transferred control of the goods. These services are not distinct within the context of the contract, and they are not separately identifiable from other promises within the contract. Accordingly, shipping and insurance services are not considered separate performance obligations and are treated as costs to fulfill the promise to transfer the related products. Any customer payments of shipping and handling costs are recorded within revenue. While the Company’s customer has an option to take deliveries of the goods on Cost and Freight (“CFR”) and Cost, Insurance and Freight (“CIF”) basis, the customer generally opts for Free on Board (“FOB”) based delivery where the Company is responsible for loading the purchased goods onto the ship, and all costs associated up to that point. 2.6 Foreign currency translation The Company’s reporting currency and the functional currency of each of the entities collectively forming the Company is the U.S. dollar as this is assessed to be the principal currency of the economic environment in which it operates. All operating revenue generated by Cobar is in the U.S. dollar and all the funding arrangements through Parent net investment (see note 22) are denominated in the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are converted into the functional currency using the exchange rate prevailing at the transaction date. Monetary assets and liabilities outstanding at year end are converted at year-end rates. The resulting exchange differences are recorded in the statement of profit or loss and other comprehensive income. The average and closing AUD/USD foreign currency exchange rates at 2020 and 2021 are listed below: Average Closing FX rate FX rate 2020 0.6884 0.7706 2021 0.7512 0.7272 2.7 Property, plant and equipment Property, plant and equipment are initially recognized at cost, being the fair value of the consideration given to acquire or construct the asset, including directly attributable costs required to bring the asset to the location or to a condition necessary for operation and the direct cost of dismantling and removing the asset, less accumulated depreciation and any accumulated impairment losses. Property, plant and equipment are depreciated to their estimated residual value over the estimated useful life of the specific asset concerned, or the estimated remaining life of mine (“LOM”), field or lease. Depreciation commences when the asset is available for use. The major categories of property, plant and equipment are depreciated/amortized on a units of production (“UOP”) and/or straight-line basis. Depreciation of property, plant and equipment using UOP method over the LOM is based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). The portion of mineral resources are included in depreciation calculations where they are expected to be classified as mineral reserves based on high degree of confidence that they will be extracted in an economic manner. Assets under construction are included in Plant and equipment and since the assets are not yet available for use, are not depreciated. The estimated useful lives for the current and comparative periods are as follows: Buildings 10 – 45 years/Straight-line Freehold land Not depreciated Plant and equipment 3 – 30 years/UOP Right-of-use assets 2 – 30 years Mine development UOP Mine development Mine development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable mineral reserves, including shafts, adits, drifts, ramps, permanent excavations, and infrastructure. Costs incurred before mineral resources are classified as proven and probable reserves are expensed as incurred. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves and such proposed development receives the appropriate approvals. All subsequent development expenditure is similarly capitalized, provided commercial viability conditions continue to be satisfied. Proceeds from the sale of product extracted during the development phase are netted against development expenditure. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. Depreciation for mine development costs is determined using the UOP method based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). Depreciation, depletion and amortization using the UOP method is recorded upon production of finished goods, at which time it is allocated to inventory cost and then included as a component of cost of goods sold. Other assets are depreciated on a straight-line basis over estimated useful lives for the related assets. 2.8 Leases As lessee, the Company assesses whether a contract contains a lease at inception of a contract. The Company recognizes a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements in which it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the future lease payments from the commencement date of the lease. The lease payments are discounted using the asset and company specific incremental borrowing rates. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability, with a corresponding adjustment to the related right-of-use assets, whenever: ● The lease term changes or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● The lease payments change due to the changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; ● A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification. The right-of-use assets are initially recognized in the statement of financial position at cost, which comprises the amount of the initial measurement of the corresponding lease liability, adjusted for any lease payments made at or prior to the commencement date of the lease, any lease incentive received and any initial direct costs incurred, and expected costs for obligations to dismantle and remove right-of-use assets when they are no longer used. Right-of-use assets are recognized within property, plant and equipment in the statement of financial position. Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the right-of-use asset or the end of the lease term. 2.9 Restoration, rehabilitation and decommissioning Restoration, rehabilitation and decommissioning costs arising from the installation of plant and other site preparation work, discounted using a risk free discount rate to their net present value, are provided for and capitalized at the time such an obligation arises. The costs are charged to the statement of profit or loss and other comprehensive income over the life of the operation through depreciation of the asset and the accretion expense of the discount on the provision. Costs for restoration of subsequent site disturbance, which is created on an ongoing basis during production, are provided for at their net present values and charged to the statement of profit or loss and other comprehensive income as extraction progresses. Changes in the estimated timing of the rehabilitation or changes to the estimated future costs are accounted for prospectively by recognizing an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates, provided the reduction in the provision is not greater than the depreciated capitalized cost of the related asset, in which case the capitalized cost is reduced to nil and the remaining adjustment recognized in the statement of profit or loss and other comprehensive income. In the case of closed sites, changes to estimated costs are recognized immediately in the statement of profit or loss and other comprehensive income. 2.10 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization (calculated on a straight-line basis over their useful lives) and accumulated impairment losses, if any. The major categories of intangibles are amortized on a straight-line basis as follows: Licences and software 3 – 9 years 2.11 Impairment or impairment reversals The Company conducts, at least annually, an internal review of asset values which is used as a source of information to assess for any indications of impairment. Formal impairment tests are carried out when events or changes in circumstances indicate the carrying value may not be recoverable. A formal impairment test involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the CGU level. If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the lower amount. For those assets which were impaired in prior periods, if their recoverable amount exceeds their carrying amount, an impairment reversal is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the higher amount to the extent the increased carrying amount does not exceed the carrying value of the asset that would have been determined had no impairment previously been recognized. Goodwill impairments cannot be subsequently reversed. 2.12 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources embodying economic benefits that can be reliably estimated will be required to settle the liability. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). 2.13 Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in-first-out (“FIFO”) or the weighted average method and comprises material costs, labour costs, allocated production related overhead costs and includes treatment and refining cost. Raw materials and consumables are measured using the FIFO method and work in progress inventories using the weighted average method. Financing and storage costs related to inventory are expensed as incurred. 2.14 Financial instruments Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are classified as either financial assets at amortized cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVTPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. Financial assets are initially recognized at fair value on the trade date, including, in the case of instruments not subsequently measured at fair value through profit or loss, directly attributable transaction costs. Trade receivables with no provisional price features and where there is no significant financing component, are initially recognized at their transaction price. Subsequently, other investments, provisionally priced trade receivables and derivatives are carried at fair value and trade receivables that do not contain provisional price features, loans and other receivables are carried at amortized cost. Financial liabilities, other than derivatives and those containing provisional price features, are initially recognized at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortized cost. Financial liabilities that contain provisional pricing features and derivatives are carried at FVTPL. Impairment of financial assets A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The expected credit loss recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. The Company applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime expected loss provision. The expected credit losses on these financial assets is estimated using a provision matrix by reference to past default experience and an equivalent credit rating, adjusted as appropriate for current observable data and forward-looking information. For all other financial assets at amortized cost, the Company recognizes lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition, which is determined by: ● A review of overdue amounts ● Comparing the risk of default at the reporting date and at the date of initial recognition ● An assessment of relevant historical and forward-looking quantitative and qualitative information. For those balances that are beyond 30 days overdue it is presumed to be an indicator of a significant increase in credit risk. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-months expected credit loss, which comprises the expected lifetime loss from the instrument were a default to occur within 12 months of the reporting date. The Company considers an event of default has materialised and the financial asset is credit impaired when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay the Company without taking into account any collateral held by the Company or if the financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Derecognition of financial assets and financial liabilities The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received. The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or have expired. On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognized in profit and loss. On derecognition of equity investments designated and measured at FVTOCI, the cumulative gain or loss recognized in other comprehensive income is reclassified directly to retained earnings. 2.15 Goods and services tax Revenues, expenses and assets are recognized net of the amount of goods and services tax (“GST”), except: ● where the amount of GST incurred is not recoverable from the taxation authority, it is recognized as part of the cost of acquisition of an asset or as part of an item of expense; or ● for receivables and payables which are recognized inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. 2.16 Income tax Tax Consolidation The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment is the head entity |
Critical accounting judgments_2
Critical accounting judgments and key sources of estimation uncertainty | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Critical accounting judgments and key sources of estimation uncertainty | |||
Critical accounting judgments and key sources of estimation uncertainty | 3. Critical accounting judgments and key sources of estimation uncertainty The critical accounting judgements and key sources of estimation uncertainty for the three months ended March 31, 2023 are the same as those disclosed in the audited December 31, 2022 financial statements, except for income taxes. Income taxes are recognized based on the best estimate of the weighted average annual effective income tax rate expected for the full financial year. | 3. Critical accounting judgments and key sources of estimation uncertainty The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances, independent estimates, quoted market prices and common, industry standard modelling techniques. Actual outcomes could result in a material adjustment to the carrying amount of assets or liabilities affected in future periods. The Company has identified the following areas as being critical to understanding the Company’s financial position as they require management to make complex and/or subjective judgements, estimates and assumptions about matters that are inherently uncertain: Critical accounting judgements In the process of applying the Company’s accounting policies, management has made judgements based on the relevant facts and circumstances including macro-economic circumstances and, where applicable, interpretation of underlying agreements, which have the most significant effect on the amounts recognized in the financial statements. Key sources of estimation uncertainty In the process of applying the Company’s accounting policies, management has made key estimates and assumptions concerning the future and other key sources of estimation uncertainty. The key assumptions and estimates at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year, are described below. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. Restoration, rehabilitation and decommissioning (note 16) A provision for future restoration, rehabilitation and decommissioning costs requires estimates and assumptions to be made around the relevant regulatory framework, the magnitude of the possible disturbance and the timing, extent and costs of the required closure and rehabilitation activities. Most of these rehabilitation and decommissioning events are expected to take place many years in the future and the currently estimated requirements and costs that will have to be met when the restoration event occurs are inherently uncertain and could materially change over time. In calculating the appropriate provision for the expected restoration, rehabilitation or decommissioning obligations, cost estimates of the future potential cash outflows based on current studies of the expected rehabilitation activities and timing thereof, are prepared. These forecasts are then discounted to their present value using a risk free rate specific to the liability and the currency in which they are denominated. Any changes in the expected future costs are initially reflected in both the provision and the asset (included within plant and equipment classification) and subsequently in the statement of profit or loss and other comprehensive income over the remaining economic life of the asset. As the actual future costs can differ from the estimates due to changes in laws, regulations, technology, costs and timing, the provisions including the estimates and assumptions contained therein are reviewed regularly by management. The aggregate effect of changes within 12 months as a result of revisions to cost and timing assumptions is not expected to be material. 3. Critical accounting judgments and key sources of estimation uncertainty (continued) Depreciation based on a UOP basis (note 12) Assets depreciated on a UOP basis rely heavily on estimated production units. In calculating the appropriate production level, management rely on life of mine plans containing production levels and costs. Estimated production units include commercially recoverable reserves (proven and probable reserves) and other mineral resources (measured, indicated and inferred resources) that can be economically and legally extracted from the CSA mine. Other mineral resources have been included in estimated production units (beyond just the proven and probable reserves) when management has sufficient confidence, for the purpose of determining economic life of certain assets, that these resources will be converted into proven and probable reserves. This determination is based on proven historical conversion rates through further drilling and a historical track record of life of mine extensions and replenishment of reserves. The estimation of production units requires significant subjective assumptions that arise from the evaluation of geological, geophysical, engineering and economic data based on the size, depth and shape of an ore body, and requires complex geological assessments to interpret that data. Furthermore, in order to determine the production units, estimates and assumptions are also required about a range of technical and economic factors such as estimates of commodity prices, future capital requirements, quantities, grades, production techniques, recovery and conversion rates, production costs, etc. Therefore, the Company uses both internal and external technical experts to estimate the production units from CSA mine. This data could change over time as a result of numerous factors, including new information gained from development activities, evolving production history and a reassessment of the viability of production under different economic conditions. As such changes in production units may affect the life of mine and depreciation rates thereby impacting the Company’s financial results and financial position for future periods. The estimates and assumptions contained within the life of mine plans are reviewed regularly by management. Any changes in the life of mine plans are reflected in the depreciation rates and subsequent asset book values on a prospective basis. Recognition and measurement of uncertain tax positions (note 9) The Company is subject to taxes with often complex legal and tax regulatory environments. Some estimation is required in determining the accrual for income taxes. The income tax positions taken are considered by the Company to be supportable and are intended to withstand challenge from tax authorities. However, it is acknowledged that some of the positions are uncertain and include interpretations of complex tax laws as well as transfer pricing considerations which could be disputed by tax authorities. The Company judges these positions on their technical merits on a regular basis using all the information available (legislation, case law, regulations, established practice, authoritative doctrine as well as the current state of discussions with tax authorities, where appropriate). A liability is recorded for each item that is not probable of being sustained on examination by the tax authorities, based on all relevant information. The liability is calculated taking into account the most likely outcome or the expected value, depending on which is thought to give a better prediction of the resolution of each uncertain tax position in view of reflecting the likelihood of an adjustment being recognized upon examination. These estimates are based on facts and circumstances existing at the end of the reporting period. The tax liability and income tax expense include expected penalties and late payment interest arising from tax disputes. Where the final income tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current income tax expense and deferred income tax assets and liabilities in the period in which such determination is made. Details of taxation can be found in note 9. | 3. Critical accounting judgments and key sources of estimation uncertainty The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances, independent estimates, quoted market prices and common, industry standard modelling techniques. Actual outcomes could result in a material adjustment to the carrying amount of assets or liabilities affected in future periods. The Company has identified the following areas as being critical to understanding the Company’s financial position as they require management to make complex and/or subjective judgements, estimates and assumptions about matters that are inherently uncertain: Critical accounting judgements In the process of applying the Company’s accounting policies, management has made judgements based on the relevant facts and circumstances including macro-economic circumstances and, where applicable, interpretation of underlying agreements, which have the most significant effect on the amounts recognized in the financial statements. Key sources of estimation uncertainty In the process of applying the Company’s accounting policies, management has made key estimates and assumptions concerning the future and other key sources of estimation uncertainty. The key assumptions and estimates at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year, are described below. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. Restoration, rehabilitation and decommissioning (note 16) A provision for future restoration, rehabilitation and decommissioning costs requires estimates and assumptions to be made around the relevant regulatory framework, the magnitude of the possible disturbance and the timing, extent and costs of the required closure and rehabilitation activities. Most of these rehabilitation and decommissioning events are expected to take place many years in the future and the currently estimated requirements and costs that will have to be met when the restoration event occurs are inherently uncertain and could materially change over time. In calculating the appropriate provision for the expected restoration, rehabilitation or decommissioning obligations, cost estimates of the future potential cash outflows based on current studies of the expected rehabilitation activities and timing thereof, are prepared. These forecasts are then discounted to their present value using a risk free rate specific to the liability and the currency in which they are denominated. Any changes in the expected future costs are initially reflected in both the provision and the asset (included within plant and equipment classification) and subsequently in the statement of profit or loss and other comprehensive income over the remaining economic life of the asset. As the actual future costs can differ from the estimates due to changes in laws, regulations, technology, costs and timing, the provisions including the estimates and assumptions contained therein are reviewed regularly by management. The aggregate effect of changes within 12 months as a result of revisions to cost and timing assumptions is not expected to be material. Depreciation based on a UOP basis (note 12) Assets depreciated on a UOP basis rely heavily on estimated production units. In calculating the appropriate production level, management rely on life of mine plans containing production levels and costs. Estimated production units include commercially recoverable reserves (proven and probable reserves) and other mineral resources (measured, indicated and inferred resources) that can be economically and legally extracted from the CSA mine. Other mineral resources have been included in estimated production units (beyond just the proven and probable reserves) when management has sufficient confidence, for the purpose of determining economic life of certain assets, that these resources will be converted into proven and probable reserves. This determination is based on proven historical conversion rates through further drilling and a historical track record of life of mine extensions and replenishment of reserves. The estimation of production units requires significant subjective assumptions that arise from the evaluation of geological, geophysical, engineering and economic data based on the size, depth and shape of an ore body, and requires complex geological assessments to interpret that data. Furthermore, in order to determine the production units, estimates and assumptions are also required about a range of technical and economic factors such as estimates of commodity prices, future capital requirements, quantities, grades, production techniques, recovery and conversion rates, production costs, etc. Therefore, the Company uses both internal and external technical experts to estimate the production units from CSA mine. This data could change over time as a result of numerous factors, including new information gained from development activities, evolving production history and a reassessment of the viability of production under different economic conditions. As such changes in production units may affect the life of mine and depreciation rates thereby impacting the Company’s financial results and financial position for future periods. The estimates and assumptions contained within the life of mine plans are reviewed regularly by management. Any changes in the life of mine plans are reflected in the depreciation rates and subsequent asset book values on a prospective basis. Recognition and measurement of uncertain tax positions (note 9) The Company is subject to taxes with often complex legal and tax regulatory environments. Some estimation is required in determining the accrual for income taxes. The income tax positions taken are considered by the Company to be supportable and are intended to withstand challenge from tax authorities. However, it is acknowledged that some of the positions are uncertain and include interpretations of complex tax laws as well as transfer pricing considerations which could be disputed by tax authorities. The Company judges these positions on their technical merits on a regular basis using all the information available (legislation, case law, regulations, established practice, authoritative doctrine as well as the current state of discussions with tax authorities, where appropriate). A liability is recorded for each item that is not probable of being sustained on examination by the tax authorities, based on all relevant information. The liability is calculated taking into account the most likely outcome or the expected value, depending on which is thought to give a better prediction of the resolution of each uncertain tax position in view of reflecting the likelihood of an adjustment being recognized upon examination. These estimates are based on facts and circumstances existing at the end of the reporting period. The tax liability and income tax expense include expected penalties and late payment interest arising from tax disputes. Where the final income tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current income tax expense and deferred income tax assets and liabilities in the period in which such determination is made. Details of taxation can be found in note 9. |
Segment information_2
Segment information | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment information | |||
Segment information | 4. Segment information The chief operating decision maker has been identified as the General Manager for the CSA mine. The General Manager makes decisions with respect to allocation of resources and assesses performance of the Company. The Company is organized and operates in one single business segment focused on the mining and production of copper and silver from the CSA mine. The performance of the Company, being CSA mine operation, is assessed and managed in totality. All sales are made to its single client, Glencore International AG in Switzerland and all assets are held in one geographical location, being the CSA mine site in Australia. Since the Company operates in one segment, all financial information required by “Segment Reporting” such as major customers, and the countries in which the entity holds material assets and reports revenue can be found in the accompanying financial statements. | 4. Segment information The chief operating decision maker has been identified as the General Manager for the CSA mine. The General Manager makes decisions with respect to allocation of resources and assesses performance of the Company. The Company is organised and operates in one single business segment focused on the mining and production of copper and silver from the CSA mine. The performance of the Company, being CSA mine operation, is assessed and managed in totality. All sales are made to its single client Glencore International AG in Switzerland and all assets are held in one geographical location, being the CSA mine site in Australia. Since the Company operates in one segment, all financial information required by “Segment Reporting” such as major customers, and the countries in which the entity holds material assets and reports revenue can be found in the accompanying financial statements. | 4. Segment information The chief operating decision maker has been identified as the General Manager for the CSA mine. The General Manager makes decisions with respect to allocation of resources and assesses performance of the Company. The Company is organised and operates in one single business segment focused on the mining and production of copper and silver from the CSA mine. The performance of the Company, being CSA mine operation, is assessed and managed in totality. All sales are made to its single client Glencore International AG in Switzerland and all assets are held in one geographical location, being the CSA mine site in Australia. Since the Company operates in one segment, all financial information required by “Segment Reporting” such as major customers, and the countries in which the entity holds material assets and reports revenue can be found in the accompanying financial statements. |
Revenue_2
Revenue | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Revenue | 5. Revenue Three months ended March 31 US$ thousand 2023 2022 Sale of commodities – Copper $ 62,657 $ 73,780 Sale of by product – Silver 2,570 2,736 Total $ 65,227 $ 76,516 Revenue is derived principally from the sale of commodities, recognized once the control of the goods has transferred from the Company to the customer. The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG (refer to note 21 on Related Parties). Products of the Company may be provisionally priced at the date revenue is recognized (note 17). The impact on revenue recognized due to the changes in pricing of copper for the sales provisionally priced as at March 31, 2023 is an increase of $1,098 thousand (March 31, 2022: an increase of $2,155 thousand), accounted for under IFRS 9. Final settlements are recognized within revenue. At March 31, 2023, the Company had 15,458 thousand pounds (March 31, 2022: 25,282 thousand pounds) of provisionally priced copper sales subject to final pricing over the next several months. The average provisional price per pound of these provisionally priced sales subject to final pricing is $2.97 (March 31, 2022, $3.33). | 5. Revenue US$ thousand 2022 2021 Sale of commodities – Copper 211,152 260,673 Sale of by product – Silver 8,553 12,707 Total 219,705 273,380 Revenue is derived principally from the sale of commodities, recognized once the control of the goods has transferred from the Company to the customer. The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG (refer to note 22 on Related Parties). Products of the Company may be provisionally priced at the date revenue is recognized. The impact on revenue recognized due to the changes in pricing of copper for the sales provisionally priced as at December 31, 2022 is a decrease of $760 thousand (2021: increase of $2,441 thousand), accounted for under IFRS 9. Final settlements are recognized within revenue. As at December 31, 2022, the Company had 29,548 thousand pounds of provisionally priced copper sales subject to final pricing over the next several months. The average provisional price per pound of these provisionally priced sales subject to final pricing is $2.75. | 5. Revenue US$thousand 2021 2020 Sale of commodities – Copper 260,673 192,008 Sale of by product – Silver 12,707 10,175 Total 273,380 202,183 Revenue is derived principally from the sale of commodities, recognized once the control of the goods has transferred from the Company to the customer. The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG (refer to note 22 on Related Parties). Products of the Company may be provisionally priced at the date revenue is recognized. The impact on revenue recognized due to the changes in pricing of copper is an increase of $2,441 thousand and decrease of $2,364 thousand for the years ended December 31, 2021 and 2020 respectively, accounted for under IFRS 9. Final settlements are recognized within revenue. At December 31, 2021, the Company had 37,012 thousand pounds of provisionally priced copper sales subject to final pricing over the next several months. The average provisional price per pound of these provisionally priced sales subject to final pricing is $4.34. |
Depreciation and amortization_4
Depreciation and amortization expense | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation and amortization expense | |||
Depreciation and amortization expense | 6. Depreciation and amortization expense Three months ended March 31 US$ thousand Notes 2023 2022 Included in cost of goods sold: Depreciation expenses 12 $ (11,696) $ (11,942) Amortization expenses (25) (8) Total $ (11,721) $ (11,950) | 6. Depreciation and amortization expense US$ thousand Notes 2022 2021 Included in cost of goods sold: Depreciation expenses 12 (51,328) (52,262) Amortization expenses (201) (59) Total (51,529) (52,321) | 6. Depreciation and amortization expense US$thousand Notes 2021 2020 Included in cost of goods sold: Depreciation expenses 12 (52,262) (55,433) Amortization expenses (59) — Total (52,321) (55,433) |
Employee benefits expense_2
Employee benefits expense | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee benefits expense | |||
Employee benefits expense | 7. Employee benefits expense Three months ended March 31 US$ thousand 2023 2022 Included in cost of goods sold: Wages and salaries $ (11,716) $ (11,660) Defined contribution plans (1,574) (1,513) Other employee benefits — (3) Total $ (13,290) $ (13,176) | 7. Employee benefits expense US$ thousand 2022 2021 Included in cost of goods sold: Wages and salaries (44,189) (47,089) Defined contribution plans (4,694) (5,589) Other employee benefits (28) (147) Total (48,911) (52,825) | 7. Employee benefits expense US$thousand 2021 2020 Included in cost of goods sold: Wages and salaries (47,089) (40,973) Defined contribution plans (5,589) (4,305) Other employee benefits (147) (584) Total (52,825) (45,862) |
Finance income and costs_2
Finance income and costs | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance income and costs | |||
Finance income and costs | 8. Finance income and costs Three months ended March 31 US$ thousand Notes 2023 2022 Finance income Interest income from banks and other third parties $ 4 $ — Total $ 4 $ — Finance costs Interest expense on debts and borrowings (1) — Interest expense on loans from related parties — (4) Interest expense on lease liabilities (11) (21) Total interest expense (12) (25) Accretion expense on rehabilitation provision 16 (141) (144) Total $ (153) $ (169) Finance costs – net $ (149) $ (169) | 8. Finance income and costs US$ thousand Notes 2022 2021 Finance income Interest income from banks and other third parties 6 3 Total 6 3 Finance costs Interest expense on debts and borrowings (12) (3) Interest expense on lease liabilities (67) (62) Total interest expense (79) (65) Accretion expense on rehabilitation provision 16 (851) (465) Total (930) (530) Finance costs – net (924) (527) | 8. Finance income and costs US$thousand Notes 2021 2020 Finance income Interest income from banks and other third parties 3 9 Total 3 9 Finance costs Interest expense on debts and borrowings (3) — Interest expense on lease liabilities (62) (316) Total interest expense (65) (316) Accretion expense on rehabilitation provision 16 (465) (477) Total (530) (793) Finance costs – net (527) (784) |
Income taxes_2
Income taxes | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | |||
Income taxes | 9. Income taxes Income taxes consist of the following: Three months ended March 31 US$ thousand 2023 2022 Current income tax expense $ (2,621) $ (15,237) Total income tax expense $ (2,621) $ (15,237) Deferred income tax (expense)/benefit $ (1,359) $ 2,264 Total deferred income tax (expense)/benefit $ (1,359) $ 2,264 Total income tax expense reported in the interim condensed statement of profit or loss $ (3,981) $ (12,973) Reconciliation of income tax expense and the accounting profit multiplied by Australia’s domestic tax rate: US$ thousand 2023 2022 Profit before income taxes $ 9,083 $ 26,512 Income tax expense calculated at the Australian income tax rate of 30% (2022: 30%) (2,725) (7,954) Tax effects of: Movement in uncertain tax position (1,256) (5,019) Income tax expense $ (3,981) $ (12,973) Income tax judgements and uncertain tax liabilities The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its reasonable estimate of these tax liabilities, including related penalty and interest charges. The estimate consists of a transfer pricing matter, in respect of the price charged for commodity sales to Glencore International AG (refer to note 5), that has been open for a number of years and may take several more years to resolve. In recognizing a provision for these taxation exposures, consideration was given to the range of possible outcomes to determine the Company’s best estimate of the amount to provide. As at March 31, 2023 the Company has recognized $49,011 thousand (2022: $47,755 thousand) of uncertain tax liabilities related to possible adverse outcomes of this matter, and income tax payable through a related party loan with Glencore Investment via parent net investment, the head entity of the tax consolidated group (see note 21). The increase in the liability associated with the transfer pricing matter during the three months ended March 31, 2023 of $1,256 thousand (March 31, 2022: $5,019 thousand) reflects the outcome of the latest estimate by the Company, relevant court rulings, and other factual developments. | 9. Income taxes Income taxes consist of the following: US$ thousand 2022 2021 Current income tax (expense)/benefit (19,125) 100,858 Adjustments in respect of current income tax (1,899) (1,275) Total income tax (expense)/benefit (21,024) 99,583 Deferred income tax benefit/(expense) 3,622 (1,638) Adjustments in respect of prior year deferred income tax 1,687 2,114 Total deferred income tax benefit 5,309 476 Total income tax (expense)/benefit reported in the statement of profit or loss (15,715) 100,059 Reconciliation of income tax (expense)/benefit and the accounting profit multiplied by Australia’s domestic tax rate: US$ thousand 2022 2021 Profit before income taxes 10,356 66,436 Income tax expense calculated at the Australian income tax rate of 30% (2021: 30%) (3,107) (19,931) Tax effects of: Movement in uncertain tax positions (12,395) 118,846 Utilization and changes in recognition of tax losses and temporary differences — 305 Adjustments in respect of prior years (213) 839 Income tax (expense)/benefit (15,715) 100,059 9. Income taxes (continued) Deferred taxes Deferred taxes as at December 31, 2022 and 2021 are attributable to the items in the table below: Recognized US$ thousand 2022 in profit or loss 2021 Deferred tax liabilities Depreciation and amortization (19,280) 3,092 (22,372) Provisions and payables 10,611 (1,037) 11,648 Receivables and consumables (82) 3,253 (3,335) Total (8,750) 5,309 (14,059) Total deferred tax – net (8,750) 5,309 (14,059) Recognized US$ thousand 2021 in profit or loss 2020 Deferred tax liabilities Depreciation and amortization (22,372) 4,039 (26,411) Provisions and payables 11,648 1,495 10,153 Receivables and consumables (3,335) (5,058) 1,723 Total (14,059) 476 (14,535) Total deferred tax – net (14,059) 476 (14,535) Income tax judgements and uncertain tax liabilities The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its reasoned estimate of these tax liabilities, including related penalty and interest charges. The estimate consists of a transfer pricing matter, in respect of the price charged for commodity sales to Glencore International AG (refer to note 5), that has been open for a number of years and may take several more years to resolve. In recognizing a provision for the taxation exposures, consideration was given to the range of possible outcomes to determine the Company’s best estimate of the amount to provide. As at December 31, 2022, the Company has recognized $47,755 thousand (2021: $35,360 thousand) of uncertain tax liabilities related to possible adverse outcomes of this matter, and income tax payable through a related party loan with Glencore Investment Pty Limited via parent net investment, the head entity of the tax consolidated group (see note 2.15 ‘Income taxes’ and note 22). The increase in the liability during the year of $12,395 thousand (2021: reduction in liability of $118,846 thousand) has been calculated based on the latest estimate by the Company, relevant court rulings, and other factual developments. The reduction in the prior year reflects the resolution of the matter in favour of the Company for certain years following court judgements determining that the price the Company received for the sale of copper concentrate was within an arm’s length range. | 9. Income taxes Income taxes consist of the following: US$thousand 2021 2020 Current income tax benefit/(expense) 100,858 (33,602) Adjustments in respect of current income tax (1,275) (3,018) Total income tax benefit/(expense) 99,583 (36,620) Deferred income tax (expense)/benefit (1,638) 4,318 Adjustments in respect of prior year deferred income tax 2,114 1,261 Total deferred income tax benefit 476 5,579 Total income tax benefit/(expense) reported in the statement of profit or loss 100,059 (31,041) Reconciliation of income tax benefit/(expense) and the accounting profit multiplied by Australia’s domestic tax rate: US$thousand 2021 2020 Profit before income taxes 66,436 1,904 Income tax expense calculated at the Australian income tax rate of 30% (2020: 30%) (19,931) (571) Tax effects of: Movement in uncertain tax positions 118,846 (28,712) Utilization and changes in recognition of tax losses and temporary differences 305 — Adjustments in respect of prior years 839 (1,758) Income tax benefit/(expense) 100,059 (31,041) Deferred taxes Deferred taxes as at December 31, 2021 and 2020 are attributable to the items in the table below: Recognized US$thousand 2021 in profit or loss 2020 Deferred tax liabilities Depreciation and amortization (22,372) 4,039 (26,411) Provisions and payables 11,648 1,495 10,153 Receivables and consumables (3,335) (5,058) 1,723 Total (14,059) 476 (14,535) Total deferred tax – net (14,059) 476 (14,535) Recognized US$thousand 2020 in profit or loss 2019 Deferred tax liabilities Depreciation and amortization (26,411) 4,460 (30,871) Provisions and payables 10,153 40 10,113 Receivables and consumables 1,723 1,079 644 Total (14,535) 5,579 (20,114) Total deferred tax – net (14,535) 5,579 (20,114) Income tax judgements and uncertain tax liabilities The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its reasoned estimate of these tax liabilities, including related penalty and interest charges. The estimate consists of a transfer pricing matter, in respect of the price charged for commodity sales to Glencore International AG (refer to note 5), that has been open for a number of years and may take several more years to resolve. In recognizing a provision for the taxation exposures, consideration was given to the range of possible outcomes to determine the Company’s best estimate of the amount to provide. As at December 31, 2021, the Company has recognized $35,360 thousand (2020: $154,206 thousand; January 1, 2020: $125,494 thousand) of uncertain tax liabilities related to possible adverse outcomes of this matter, and income tax payable through a related party loan with Glencore Investment Pty Limited via parent net investment, the head entity of the tax consolidated group (see note 2.16 ‘Income taxes’ and note 22). The reduction in the liability during the year of $118,846 thousand (2020: increase in liability of $28,712 thousand) reflects the resolution of the transfer pricing matter in favour of the Company for certain years following court judgements determining that the price the Company received for the sale of copper concentrate was within an arm’s length range. The remaining balance has been calculated based on the latest estimate by the Company, relevant court rulings, and other factual developments. |
Trade and other receivables_2
Trade and other receivables | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade and other receivables | |||
Trade and other receivables | 10. Trade and other receivables US$ thousand Notes March 31, 2023 December 31, 2022 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 21 $ — $ 9,052 Other receivables Financial assets at amortized cost Other receivables 1 1 Non-financial instruments Indirect tax receivable 1,647 3,179 Total other receivables $ 1,648 $ 3,180 The average credit period on sales of goods on credit is nil The Company determines the expected credit loss on receivables based on different scenarios of probability of default and expected loss applicable to each of the material underlying balances. The Company has determined that the expected credit loss is immaterial as all related party balances are effectively supported by the Parent and no material anticipated losses will occur. | 10. Trade and other receivables US$ thousand Notes 2022 2021 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 22 9,052 2,551 Other receivables Financial assets at amortized cost Other receivables 1 141 Non-financial instruments Indirect tax receivable 3,179 3,606 Total other receivables 3,180 3,747 The average credit period on sales of goods on credit is 16 days (2021: 3 days). The carrying value of trade receivables approximates fair value. The Company determines the expected credit loss on receivables based on different scenarios of probability of default and expected loss applicable to each of the material underlying balances. The Company has determined that the expected credit loss is immaterial as all related party balances are effectively supported by the Parent and no material anticipated losses will occur. | 10. Trade and other receivables January 1, US$thousand Notes 2021 2020 2020 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 22 2,551 8,861 6,718 Other receivables Financial assets at amortized cost Other receivables 141 167 1,351 Non-financial instruments Indirect tax receivable 3,606 2,481 1,648 Total other receivables 3,747 2,648 2,999 The average credit period on sales of goods on credit is 3 days (2020: 9 days). The carrying value of trade receivables approximates fair value. The Company determines the expected credit loss on receivables based on different scenarios of probability of default and expected loss applicable to each of the material underlying balances. The Company has determined that the expected credit loss is immaterial as all related party balances are effectively supported by the Parent and no material anticipated losses will occur. |
Inventories_2
Inventories | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventories | |||
Inventories | 11. Inventories US$ thousand March 31, 2023 December 31, 2022 Current Supplies and consumables $ 14,154 $ 12,595 Work in progress 129 670 Finished goods 7,132 9,774 Total current $ 21,415 $ 23,039 Non-current Supplies and consumables $ 334 $ 354 Total non-current $ 334 $ 354 Total $ 21,749 $ 23,393 The cost of inventories recognized as an expense within cost of goods sold during the three months ended March 31, 2023 was $10,041 thousand (2022: $6,569 thousand). All inventories are valued at the lower of cost or net realizable value. At 2023 all inventory is measured at cost (2022: at cost). Non-current inventories are not expected to be utilized or sold within 12 months, based on historical usage, and are therefore classified as non-current inventory. | 11. Inventories US$ thousand 2022 2021 Current Supplies and consumables (1) 12,595 9,593 Work in progress 670 1,013 Finished goods 9,774 14,248 Total current 23,039 24,854 Non-current Supplies and consumables (1) 354 431 Total non-current 354 431 Total 23,393 25,285 (1) Net reversal of the write down of inventories for obsolete and slow moving stock of $1,580 thousand for the year (2021: $165 thousand). The cost of inventories recognized as an expense within cost of goods sold during the year was $28,204 thousand (2021: $34,897 thousand). The inventory write off recognised as an expense during the year was $715 thousand (2021: $nil). All inventories are valued at the lower of cost or net realizable value. At 2022 all inventory is measured at cost (2021: at cost). Non-current inventories are not expected to be utilized or sold within 12 months, based on historical usage, and are therefore classified as non-current inventory. | 11. Inventories January 1, US$thousand 2021 2020 2020 Current Supplies and consumables (1) 9,593 7,551 5,786 Work in progress 1,013 2,236 3,783 Finished goods 14,248 6,802 5,032 Total current 24,854 16,589 14,601 Junuary 1, US$thousand 2021 2020 2020 Non-current Supplies and consumables (1) 431 565 518 Total non-current 431 565 518 Total 25,285 17,154 15,119 (1) Net reversal of the write down of inventories for obsolete and slow moving stock of $165 thousand for the year (2020: write down of $228 thousand; January 1, 2020: reversal of write down of $30 thousand). The cost of inventories recognized as an expense within cost of goods sold during the year was $34,897 thousand (2020: $33,356 thousand). All inventories are valued at the lower of cost or net realizable value. At 2021 all inventory is measured at cost (2020: at cost). Non-current inventories are not expected to be utilized or sold within 12 months, based on historical usage, and are therefore classified as non-current inventory. |
Property, plant and equipment_5
Property, plant and equipment, net | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment, net | |||
Property, plant and equipment, net | 12. Property, plant and equipment, net Freehold land Plant and Right-of-use Mine US$ thousand Notes and buildings equipment assets development Total Net book value At January 1, 2023 $ 1,247 $ 201,133 $ 899 $ 218,947 $ 422,226 Depreciation 6 (65) (7,218) (352) (4,061) (11,696) Additions — 4,141 — 9,239 13,380 At March 31, 2023 $ 1,182 $ 198,056 $ 547 $ 224,125 $ 423,910 Plant and equipment includes expenditure for construction in progress of $87,805 thousand (2022: $86,191 thousand). Through management’s review of internal and external factors, no indicators of impairment existed in 2023 and 2022. | 12. Property, plant and equipment, net 2022 Freehold Right-of- land and Plant and use Mine US$ thousand Notes buildings equipment assets development Total Cost As at January 1, 2022 8,873 477,079 2,135 457,099 945,186 Additions — 56,068 970 20,717 77,755 Disposals — (157) — — (157) Other movements (1) — (10,405) — 8,053 (2,352) As at December 31, 2022 8,873 522,585 3,105 485,869 1,020,432 Accumulated depreciation and impairment: As at January 1, 2022 7,097 289,270 886 249,762 547,015 Depreciation 6 529 32,319 1,320 17,160 51,328 Disposals — (137) — — (137) As at December 31, 2022 7,626 321,452 2,206 266,922 598,206 Net book value as at December 31, 2022 1,247 201,133 899 218,947 422,226 (1) Primarily consists of decreases in rehabilitation costs of $2,352 thousand (plant and equipment). The balance is expenditure for construction in progress carried in plant and equipment and transferred to the respective asset category when brought in to use. Plant and equipment include expenditure for construction in progress of $86,191 thousand (2021: $56,571 thousand). Included in cost of goods sold, is an estimated amount of $nil (2021: $23,238 thousand) relating to certain CWIP costs which, due to financial reporting system limitations within the CWIP module and resulting lack of documentation supporting the capitalization of these costs related to production, have been expensed in the respective periods. Through management’s review of internal and external factors, no indicators of impairment existed in 2022 and 2021. As at December 31, 2022, the Company is committed to $1,200 thousand (2021: $270 thousand) of short-term lease payments. 12. Property, plant and equipment, net (continued) 2021 Freehold Right-of- land and Plant and use Mine US$ thousand Notes buildings equipment assets development Total Cost As at January 1, 2021 8,986 444,611 177 443,819 897,593 Additions — 24,225 1,958 6,663 32,846 Disposals — (8,202) — — (8,202) Other movements (1) (113) 16,445 — 6,617 22,949 As at December 31, 2021 8,873 477,079 2,135 457,099 945,186 Accumulated depreciation and impairment: As at January 1, 2021 6,394 264,296 65 231,681 502,436 Depreciation 6 703 32,645 821 18,093 52,262 Disposals — (8,202) — — (8,202) Other movements (1) — 531 — (12) 519 As at December 31, 2021 7,097 289,270 886 249,762 547,015 Net book value as at December 31, 2021 1,776 187,809 1,249 207,337 398,171 (1) Primarily consists of increases in rehabilitation costs of $24,056 thousand (plant and equipment) offset by $1,107 thousand of other reclassifications within the various property, plant and equipment headings. The balance is expenditure for construction in progress carried in plant and equipment and transferred to the respective asset category when brought in to use. | 12. Property, plant and equipment, net 2021 Freehold Right-of- land and Plant and use Mine US$thousand Notes buildings equipment assets development Total Cost At January 1, 2021 8,986 444,611 177 443,819 897,593 Additions — 24,225 1,958 6,663 32,846 Disposals — (8,202) — — (8,202) Other movements (1) (113) 16,445 — 6,617 22,949 At December 31, 2021 8,873 477,079 2,135 457,099 945,186 Accumulated depreciation and impairment: At January 1, 2021 6,394 264,296 65 231,681 502,436 Depreciation 6 703 32,645 821 18,093 52,262 Disposals — (8,202) — — (8,202) Other movements (1) — 531 — (12) 519 At December 31, 2021 7,097 289,270 886 249,762 547,015 Net book value at December 31, 2021 1,776 187,809 1,249 207,337 398,171 (1) Primarily consists of increases in rehabilitation costs of $24,056 thousand (plant and equipment) offset by $1,107 thousand of other reclassifications within the various property, plant and equipment headings. Expenditure for construction in progress is carried in plant and equipment and is transferred to the respective category when brought in to use. Plant and equipment include expenditure for construction in progress of $56,571 thousand (2020: $21,819 thousand; January 1, 2020: $21,630 thousand). Included in cost of goods sold, is an estimated amount of $23,238 thousand (2020: $11,705 thousand) relating to certain CWIP costs which, due to financial reporting system limitations within the CWIP module and resulting lack of documentation supporting the capitalization of these costs related to production, have been expensed in the respective periods. Through management’s review of internal and external factors, no indicators of impairment existed in 2021 and 2020. At December 31, 2021, the Company is committed to $270 thousand (2020: $863 thousand) of short-term lease payments. 2020 Freehold Right-of- land and Plant and use Mine US$thousand Notes buildings equipment assets development Total Cost At January 1, 2020 15,836 402,089 13,395 421,939 853,259 Additions — 57,004 176 — 57,180 Disposals (35) (1,256) (9,955) (180) (11,426) Other movements (1) (6,815) (13,226) (3,439) 22,060 (1,420) At December 31, 2020 8,986 444,611 177 443,819 897,593 Accumulated depreciation and impairment: At January 1, 2020 11,121 229,019 6,079 209,345 455,564 Depreciation 6 392 30,191 2,335 22,515 55,433 Disposals (35) (1,127) (7,220) (179) (8,561) Other movements (1) (5,084) 6,213 (1,129) — — At December 31, 2020 6,394 264,296 65 231,681 502,436 Net book value at December 31, 2020 2,592 180,315 112 212,138 395,157 (1) Primarily consists of increases in rehabilitation costs of $423 thousand (plant and equipment) and reclassifications within the various property, plant and equipment headings. |
Intangible assets, net_2
Intangible assets, net | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets, net | |||
Intangible assets, net | 13. Intangible assets, net Licences and software The Company has immaterial intangible assets with a net book value at March 31, 2023 of $721 thousand (2022: $747 thousand). These intangible assets include licences and ERP software with the IP rights being held by the Parent, and the Company paying for the use of its own instance of the software. | 13. Intangible assets, net Licences and software The Company has immaterial intangible assets with a net book value as at December 31, 2022 of $747 thousand (2021: $947 thousand). These intangible assets include licences and ERP software with the IP rights being held by the Parent, and the Company paying for the use of its own instance of the software. | 13. Intangible assets, net Licences and software The Company has immaterial intangible assets with a net book value at December 31, 2021 of $947 thousand (2020: $100 thousand; January 1, 2020: nil). These intangible assets include licences and ERP software with the IP rights being held by the Parent, and the Company paying for the use of its own instance of the software. |
Trade and other payables_2
Trade and other payables | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade and other payables | |||
Trade and other payables | 14. Trade and other payables US$ thousand Notes March 31, 2023 December 31, 2022 Financial liabilities at amortized cost Trade payables due to third parties $ 10,734 $ 21,139 Trade payables due to related parties 21 1,720 799 Other payables Financial liabilities at amortized cost Mining royalty payable 1,871 1,757 Accrued expenses 4,612 4,803 Total other payables $ 6,483 $ 6,560 Trade payables are obligations to pay for goods and services. Trade payables have an average payment period of 17 days (2022: 23 days) depending on the type of goods and services and the geographic area in which the purchase transaction occurs and the agreed terms. The carrying value of trade payables approximates fair value. | 14. Trade and other payables US$ thousand Notes 2022 2021 Financial liabilities at amortized cost Trade payables due to third parties 21,139 9,482 Trade payables due to related parties 22 799 652 Other payables Financial liabilities at amortized cost Mining royalty payable 1,757 2,617 Accrued expenses 4,803 5,838 Total other payables 6,560 8,455 Trade payables are obligations to pay for goods and services. Trade payables have an average payment period of 23 days depending on the type of goods and services and the geographic area in which the purchase transaction occurs and the agreed terms. The carrying value of trade payables approximates fair value. | 14. Trade and other payables January 1, US$thousand Notes 2021 2020 2020 Financial liabilities at amortized cost Trade payables due to third parties 9,482 8,656 5,688 Trade payables due to related parties 22 652 — 481 Other payables Financial liabilities at amortized cost Mining royalty payable 2,617 2,119 — Accrued expenses 5,838 11,144 19,454 Total other payables 8,455 13,263 19,454 Trade payables are obligations to pay for goods and services. Trade payables have an average payment period of 25 days depending on the type of goods and services and the geographic area in which the purchase transaction occurs and the agreed terms. The carrying value of trade payables approximates fair value. |
Leases_2
Leases | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Leases | 15. Leases Lease liabilities US$ thousand March 31, 2023 December 31, 2022 Current Lease liabilities $ 568 $ 848 Total current $ 568 $ 848 Non-current Lease liabilities 67 128 Total non-current 67 128 Total $ 635 $ 976 Reconciliation of cash flow to movement in lease liabilities Three months ended March 31 US$ thousand 2023 2022 Cash related movements in leases liabilities (1) Payment of lease liabilities $ (346) $ (316) (346) (316) Non-cash related movements in lease liabilities Foreign exchange movements (7) 90 Change in lease liabilities (2) 12 496 5 586 (Decrease)/increase in lease liabilities for the period (341) 270 Total lease liabilities – opening $ 976 $ 1,273 Total lease liabilities – closing $ 635 $ 1,543 (1) See unaudited interim condensed statement of cash flows. (2) 2022 relates to new leases. Right-of-use assets The Company leases several assets including buildings and plant and equipment. As at March 31, 2023 the net book value of recognized right-of-use assets relating to buildings was $411 thousand (2022: $515 thousand) and plant and equipment $136 thousand (2022: $384 thousand). The depreciation charge for the three months ended March 31, 2023 related to those assets was $104 thousand (2022: $61 thousand) and $248 thousand (2022: $248 thousand). Disclosure of amounts recognized as right-of-use assets in the unaudited interim condensed statement of financial position are included within note 12. Amounts recognized in the unaudited interim condensed statement of profit or loss and other comprehensive income are detailed below: Three months ended March 31 US$ thousand 2023 2022 Depreciation on right-of-use assets $ (352) $ (309) Interest expense on lease liabilities (11) (21) Expense relating to variable lease payments not included in the measurement of the lease liability (1) (169) — Expense relating to short-term leases (350) (1,536) Expense relating to low-value leases (1) — Total $ (883) $ (1,866) (1) Relates to variable lease payments on fleet hire based on available hours. | 15. Leases Lease liabilities US$ thousand 2022 2021 Current Lease liabilities 848 1,047 Total current 848 1,047 Non-current Lease liabilities 128 226 Total non-current 128 226 Total 976 1,273 Reconciliation of cash flow to movement in lease liabilities US$ thousand 2022 2021 Cash related movements in leases liabilities (1) Payment of lease liabilities (1,275) (781) Non-cash related movements in lease liabilities Foreign exchange movements (57) (98) Change in lease liabilities (2) 1,035 2,020 978 1,922 (Decrease)/increase in lease liabilities for the year (297) 1,141 Total lease liabilities – opening 1,273 132 Total lease liabilities – closing 976 1,273 (1) See statement of cash flows. (2) In 2022 and 2021 this relates to new leases. Right-of-use assets The Company leases several assets including buildings and plant and equipment. As at December 31, 2022, the net book value of recognized right-of-use assets relating to buildings was $515 thousand (2021: $133 thousand) and plant and equipment $384 thousand (2021: $1,116 thousand). The depreciation charge for the year related to those assets was $329 $991 Disclosure of amounts recognized as right-of-use assets in the statement of financial position are included within note 12. Amounts recognized in the statement of profit or loss and other comprehensive income are detailed below: US$ thousand 2022 2021 Depreciation on right-of-use assets (1,320) (821) Interest expense on lease liabilities (67) (62) Expense relating to short-term leases (132) (2,257) Expense relating to low-value leases (5) (5) Total (1,524) (3,145) | 15. Leases Lease liabilities January 1, US$thousand 2021 2020 2020 Current Lease liabilities 1,047 105 3,054 Total current 1,047 105 3,054 Non-current Lease liabilities 226 27 1,832 Total non-current 226 27 1,832 Total 1,273 132 4,886 Reconciliation of cash flow to movement in lease liabilities US$thousand 2021 2020 Cash related movements in leases liabilities (1) Payment of lease liabilities (781) (2,718) Non-cash related movements in lease liabilities Foreign exchange movements (98) 344 Change in lease liabilities (2) 2,020 (2,380) 1,922 (2,036) Increase/(decrease) in lease liabilities for the year 1,141 (4,754) Total lease liabilities – opening 132 4,886 Total lease liabilities – closing 1,273 132 (1) See statement of cash flows. (2) In 2021 this relates to new leases (2020: lease buy out). Right-of-use assets The Company leases several assets including buildings and plant and equipment. As at December 31, 2021, the net book value of recognized right-of-use assets relating to buildings was $133 thousand (2020: $112 thousand; January 1, 2020: $63 thousand) and plant and equipment $1,116 thousand (2020: $nil; January 1, 2020: $7,253 thousand). The depreciation charge for the year related to those assets was $90 thousand (2020: $128 thousand) and $731 thousand (2020: $2,207 thousand). Disclosure of amounts recognized as right-of-use assets in the statement of financial position are included within note 12. Amounts recognized in the statement of profit or loss and other comprehensive income are detailed below: US$thousand 2021 2020 Depreciation on right-of-use assets (821) (2,335) Interest expense on lease liabilities (62) (316) Expense relating to short-term leases (2,257) (953) Expense relating to low-value leases (5) — Total (3,145) (3,604) |
Provisions_2
Provisions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Provisions | |||
Provisions | 16. Provisions Employee Rehabilitation US$ thousand entitlements costs Other Total January 1, 2023 $ 14,277 $ 43,868 $ 53 $ 58,198 Utilised (1,775) — — (1,775) Accretion — 141 — 141 Effect of foreign currency exchange movements (166) 73 (1) (94) Net book value March 31, 2023 $ 12,336 $ 44,082 $ 52 $ 56,470 Current $ 11,548 $ 270 $ 52 $ 11,870 Non-current 788 43,812 — 44,600 Net book value March 31, 2023 $ 12,336 $ 44,082 $ 52 $ 56,470 | 16. Provisions Employee Rehabilitation US$ thousand entitlements costs Other Total January 1, 2022 16,117 44,023 481 60,621 Utilized (941) (166) — (1,107) Released (55) — (430) (485) Accretion — 851 — 851 Additions — — 22 22 Effect of foreign currency exchange movements (844) (840) (20) (1,704) Net book value December 31, 2022 14,277 43,868 53 58,198 Current 13,467 270 53 13,790 Non-current 810 43,598 — 44,408 Net book value December 31, 2022 14,277 43,868 53 58,198 January 1, 2021 15,220 19,637 564 35,421 Utilized (1,497) (135) (162) (1,794) Accretion — 465 — 465 Additions 2,006 24,056 99 26,161 Effect of foreign currency exchange movements 388 — (20) 368 Net book value December 31, 2021 16,117 44,023 481 60,621 Current 15,190 54 481 15,725 Non-current 927 43,969 — 44,896 Net book value December 31, 2021 16,117 44,023 481 60,621 Employee entitlements The employee entitlements provision represents the value of annual leave and long service leave entitlements accrued. The associated expenditure will occur in a pattern consistent with when employees choose to exercise their entitlements with timing of leave taken up to the discretion of the employees. Rehabilitation costs Cobar mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. Cobar conducts its operations to protect public health and the environment and believes its operations are in compliance with applicable laws and regulations in all material respects. As part of the mine closure plans, Cobar is required to provide annual guarantees over the estimated life of the mines, based on a present value approach, and to furnish the funds for the rehabilitation provision. This law requires a review of closing plans every three years. Rehabilitation provision represents the accrued cost required to provide adequate rehabilitation and manage the site during a post-closure phase until surrender of the Mining Lease and sign off by the Environmental Authority. The majority of these costs provide for reshaping and covering waste rock emplacements — generally ensuring the site is left in a safe, stable and non-polluting condition — as well as property holding costs (e.g. Mining Lease rental and Council rates) during the post-closure phase. The bulk of these amounts will be settled when rehabilitation is undertaken over a 3 year period (currently assumed to be started in 2031), with a tail of property holding costs over an approximate 10 year post-closure period. 16. Provisions (continued) As at December 31, 2022, the discount rate applied in calculating the restoration and rehabilitation provision is a pre-tax risk free rate specific to the liability and the currency in which they are denominated as follows: Australian dollar 2.0% (2021: 2.0%). The Company’s own credit risk was not included and no adjustment has been made. The effect of decreasing the discount rates used by 0.5% would result in an increase in the overall rehabilitation provision by $2,266 thousand, with a resulting movement in property, plant and equipment. In the following year, the depreciation expense would increase by some $189 thousand, with an opposite direction interest expense adjustment of $158 thousand. The resulting net impact in the statement of profit or loss and other comprehensive income would be a decrease of $31 thousand, eventually netting to $nil over the settlement date of the provision. Additions to rehabilitation provision relate to changes in estimates. In 2021, rehabilitation provision estimate changes were primarily comprised of $23,388 thousand related to change in cost estimate for increased amount of work required to be completed in tailings dam and storage facilities and other movements for accretion expense of the initial discounting that was applied to the rehabilitation provision to reflect the timing of future retirement cash flows. Other Other comprises provisions for possible legal and other consulting related claims. | 16. Provisions Employee Rehabilitation US$thousand entitlements costs Other Total January 1, 2021 15,220 19,637 564 35,421 Utilized (1,497) (135) (162) (1,794) Accretion — 465 — 465 Additions 2,006 24,056 99 26,161 Effect of foreign currency exchange movements 388 — (20) 368 Net book value December 31, 2021 16,117 44,023 481 60,621 Current 15,190 54 481 15,725 Non-current 927 43,969 — 44,896 Net book value December 31, 2021 16,117 44,023 481 60,621 January 1, 2020 13,907 19,142 — 33,049 Utilized (613) (405) (223) (1,241) Accretion — 477 — 477 Additions 612 423 787 1,822 Effect of foreign currency exchange movements 1,314 — — 1,314 Net book value December 31, 2020 15,220 19,637 564 35,421 Current 14,252 98 564 14,914 Non-current 968 19,539 — 20,507 Net book value December 31, 2020 15,220 19,637 564 35,421 Employee entitlements The employee entitlements provision represents the value of annual leave and long service leave entitlements accrued. The associated expenditure will occur in a pattern consistent with when employees choose to exercise their entitlements with timing of leave taken up to the discretion of the employees. Rehabilitation costs Cobar mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. Cobar conducts its operations to protect public health and the environment and believes its operations are in compliance with applicable laws and regulations in all material respects. As part of the mine closure plans, Cobar is required to provide annual guarantees over the estimated life of the mines, based on a present value approach, and to furnish the funds for the rehabilitation provision. This law requires a review of closing plans every three years. Rehabilitation provision represents the accrued cost required to provide adequate rehabilitation and manage the site during a post-closure phase until surrender of the Mining Lease and sign off by the Environmental Authority. The majority of these costs provide for reshaping and covering waste rock emplacements — generally ensuring the site is left in a safe, stable and non-polluting condition — as well as property holding costs (e.g. Mining Lease rental and Council rates) during the post-closure phase. The bulk of these amounts will be settled when rehabilitation is undertaken over a 3 year period (currently assumed to be started in 2031), with a tail of property holding costs over an approximate 10 year post-closure period. As at December 31, 2021, the discount rate applied in calculating the restoration and rehabilitation provision is a pre-tax risk free rate specific to the liability and the currency in which they are denominated as follows: Australian dollar 2.0% (2020: 2.3%). The Company’s own credit risk was not included and no adjustment has been made. The effect of decreasing the discount rates used by 0.5% would result in an increase in the overall rehabilitation provision by $2,438 thousand, with a resulting movement in property, plant and equipment. In the following year, the depreciation expense would increase by some $203 thousand, with an opposite direction interest expense adjustment of $165 thousand. The resulting net impact in the statement of profit or loss and other comprehensive income would be a decrease of $38 thousand, eventually netting to $nil over the settlement date of the provision. Additions to rehabilitation provision relate to changes in estimates. In 2021, rehabilitation provision estimate changes were primarily comprised of $23,388 thousand related to change in cost estimate for increased amount of work required to be completed in tailings dam and storage facilities and other movements for accretion expense of the initial discounting that was applied to the rehabilitation provision to reflect the timing of future retirement cash flows. In 2020, these changes in estimates were made up of changes due to increased disturbance. Other Other comprises provisions for possible legal and other consulting related claims. |
Financial and capital risk mana
Financial and capital risk management | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial and capital risk management | ||
Financial and capital risk management | 17. Financial and capital risk management Financial risk management Financial risks arising in the normal course of business from the Company’s operations comprise market risk (including commodity price risk and currency risk), credit risk and liquidity risk. It is the Company’s policy and practice to identify and, where appropriate and practical, actively manage such risks to support its objectives in managing its capital and future financial security and flexibility. The Company’s finance and risk professionals, working in coordination with the commodity departments and Glencore plc, monitor, manage and report regularly to senior management on the approach and effectiveness in managing financial risks along with the financial exposures facing the Company. Risk Factors The key financial risk factors that arise from the Company’s activities, including the Company’s policies for managing these risks, are outlined below. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: commodity price risk and currency risk. Commodity price risk The Company is exposed to price movements for the inventory it holds and the products it produces which are not held to meet priced forward contract obligations and forward priced sale contracts. The Company has chosen not to hedge against the movement in commodity prices. Sensitivity analysis As at December 31, 2022, the Company has provisionally priced sales. If the commodity prices on provisionally priced sales had been 10% higher/lower and all other variables held constant, the Company’s profit after tax for the year ended December 31, 2022 would increase/decrease by $8,278 thousand (2021: $268 thousand). 17. Financial and capital risk management (continued) Currency risk The U.S. dollar is the functional currency of the entities collectively forming the Company. Currency risk is the risk of loss from movements in exchange rates related to transactions and balances in currencies other than the U.S. dollar. Such transactions include operating expenditure, capital expenditure and to a lesser extent purchases in currencies other than the functional currency. The Company’s operations are located in Australia, therefore operating expenses are incurred predominantly in Australian dollar and U.S. dollar currencies. These transactions are not generally hedged. A weakening of the U.S. dollar against these currencies has a material adverse impact on earnings and cash flow settlement. The Company buys foreign currencies at spot rates to settle local currency operating expenditure and is therefore largely exposed to volatility in exchange rates. The Company’s debt related payments are primarily denominated in U.S. dollars. Sensitivity analysis The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows: 2022 US$ thousand Notes U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 1,286 — 1,316 Trade receivables from related parties 10 9,052 — — 9,052 Other receivables 10 — 3,180 — 3,180 Trade payables 14 (1,853) (19,286) — (21,139) Trade payables to related parties 14 (545) (254) — (799) Other payables 14 (1,047) (5,513) — (6,560) Lease liabilities 15 — (976) — (976) Net debt 5,637 (21,563) — (15,926) 2021 US$ thousand U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 49 — 79 Trade receivables from related parties 10 2,551 — — 2,551 Other receivables 10 — 3,747 — 3,747 Trade payables 14 (100) (9,295) (87) (9,482) Trade payables to related parties 14 (652) — — (652) Other payables 14 (248) (8,207) — (8,455) Lease liabilities 15 — (1,273) — (1,273) Net debt 1,581 (14,979) (87) (13,485) The following table details the Company’s sensitivity to a 10% increase and decrease in the U.S. dollar against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates. 17. Financial and capital risk management (continued) A positive number below indicates an increase in profit and other equity where the U.S. dollar strengthens 10% against the relevant currency. For a 10% weakening of the U.S. dollar against the relevant currency, there would be a comparable impact on the profit and other equity, and the balances below would be negative. 2022 US$ thousand Profit or loss Other equity Australian dollar 2,156 2,156 Total 2,156 2,156 2021 US$ thousand Profit or loss Other equity Australian dollar 1,498 1,498 Other 9 9 Total 1,507 1,507 In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposure does not reflect the exposure during the year. Credit risk Credit risk arises from the possibility that counterparties may not be able to settle obligations due to the Company within their agreed payment terms. Financial assets which potentially expose the Company to credit risk consist principally of cash and cash equivalents and receivables. The Company invests or maintains available cash domestically with the Commonwealth Bank of Australia. As part of its cash management process, the Company regularly monitors the relative credit standing of this institution. See above currency risk for currency split of cash and cash equivalents. During the normal course of business, the Company provides credit to its customer. Although the receivables resulting from these transactions are not collateralised, the Company has not experienced significant problems with the collection of receivables given the Company’s only customer is a related party entity in Switzerland. The Company has only one customer, Glencore International AG, in one country, Switzerland, which represents 100% of trade receivable and total sales Liquidity risk Liquidity risk is the risk that the Company is unable to meet its payment obligations when due, or that it is unable, on an ongoing basis, to borrow funds in the market on an unsecured or secured basis at an acceptable price to fund actual or proposed commitments. Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and availability of adequate committed funding facilities. The Company has available committed funding sources from other financing entities within the Glencore plc group (see note 22). The Company’s credit profile and funding sources ensure that sufficient liquid funds are maintained to meet its liquidity requirements. As part of its liquidity management, the Company closely monitors and plans for its future capital expenditure well ahead of time. As at December 31, 2022, the Company had available cash amounting to $1,316 thousand (2021: $79 thousand). 17. Financial and capital risk management (continued) The maturity profile of the Company’s financial liabilities based on the contractual terms, and associated current financial assets, are as follows: 2022 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 3 28 31 Lease liabilities – undiscounted 2 129 876 1,007 Trade and other payables 14 — — 28,498 28,498 Total 2 132 29,402 29,536 Current financial assets 10,369 10,369 2021 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 2 37 39 Lease liabilities – undiscounted — 228 1,084 1,312 Trade and other payables 14 — — 18,589 18,589 Total — 230 19,710 19,940 Current financial assets 2,771 2,771 Capital risk management The Company’s capital risk is managed by Glencore Operations Australia Pty Limited as it sits within the Parent’s Australian operations. Movements to the parent net investment are treated as capital investments or contributions made by the Parent. | 17. Financial and capital risk management Financial risk management Financial risks arising in the normal course of business from the Company’s operations comprise market risk (including commodity price risk and currency risk), credit risk and liquidity risk. It is the Company’s policy and practice to identify and, where appropriate and practical, actively manage such risks to support its objectives in managing its capital and future financial security and flexibility. The Company’s finance and risk professionals, working in coordination with the commodity departments and Glencore plc, monitor, manage and report regularly to senior management on the approach and effectiveness in managing financial risks along with the financial exposures facing the Company. Risk Factors The key financial risk factors that arise from the Company’s activities, including the Company’s policies for managing these risks, are outlined below. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: commodity price risk and currency risk. Commodity price risk The Company is exposed to price movements for the inventory it holds and the products it produces which are not held to meet priced forward contract obligations and forward priced sale contracts. The Company has chosen not to hedge against the movement in commodity prices. Sensitivity analysis At December 31, 2021, the Company has provisionally priced sales. If the commodity prices on provisionally priced sales had been 10% higher/lower and all other variables held constant, the Company’s profit after tax for the year ended December 31, 2021 would increase/decrease by $268 thousand (2020: $1,148 thousand). Currency risk The U.S. dollar is the functional currency of the entities collectively forming the Company. Currency risk is the risk of loss from movements in exchange rates related to transactions and balances in currencies other than the U.S. dollar. Such transactions include operating expenditure, capital expenditure and to a lesser extent purchases in currencies other than the functional currency. The Company’s operations are located in Australia, therefore operating expenses are incurred predominantly in Australian dollar and U.S. dollar currencies. These transactions are not generally hedged. A weakening of the U.S. dollar against these currencies has a material adverse impact on earnings and cash flow settlement. The Company buys foreign currencies at spot rates to settle local currency operating expenditure and is therefore largely exposed to volatility in exchange rates. The Company’s debt related payments are primarily denominated in U.S. dollars. Sensitivity analysis The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows: 2021 US$ thousand Notes U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 49 — 79 Trade receivables from related parties 10 2,551 — — 2,551 Other receivables 10 — 3,747 — 3,747 Trade payables 14 (100) (9,295) (87) (9,482) Trade payables to related parties 14 (652) — — (652) Other payables 14 (248) (8,207) — (8,455) Lease liabilities 15 — (1,273) — (1,273) Net debt 1,581 (14,979) (87) (13,485) 2020 US$ thousand U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 80 — 110 Trade receivables from related parties 10 8,861 — — 8,861 Other receivables 10 — 2,648 — 2,648 Trade payables 14 — (8,656) — (8,656) Other payables 14 — (13,263) — (13,263) Lease liabilities 15 — (132) — (132) Net debt 8,891 (19,323) — (10,432) January 1, 2020 US$ thousand U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 234 — 264 Trade receivables from related parties 10 6,718 — — 6,718 Other receivables 10 — 2,999 — 2,999 Trade payables 14 (512) (5,176) — (5,688) Trade payables to related parties 14 (481) — — (481) Other payables 14 (1,751) (17,703) — (19,454) Lease liabilities 15 — (4,886) — (4,886) Net debt 4,004 (24,532) — (20,528) The following table details the Company’s sensitivity to a 10% increase and decrease in the U.S. dollar against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit and other equity where the U.S. dollar strengthens 10% against the relevant currency. For a 10% weakening of the U.S. dollar against the relevant currency, there would be a comparable impact on the profit and other equity, and the balances below would be negative. 2021 Profit or Other US$ thousand loss equity Australian dollar 1,498 1,498 Other 9 9 Total 1,507 1,507 2020 Profit or Other US$ thousand loss equity Australian dollar 1,932 1,932 Total 1,932 1,932 January 1, 2020 Profit or Other US$ thousand loss equity Australian dollar 2,453 2,453 Total 2,453 2,453 In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposure does not reflect the exposure during the year. Credit risk Credit risk arises from the possibility that counterparties may not be able to settle obligations due to the Company within their agreed payment terms. Financial assets which potentially expose the Company to credit risk consist principally of cash and cash equivalents and receivables. The Company invests or maintains available cash domestically with the Commonwealth Bank of Australia. As part of its cash management process, the Company regularly monitors the relative credit standing of this institution. See above currency risk for currency split of cash and cash equivalents. During the normal course of business, the Company provides credit to its customer. Although the receivables resulting from these transactions are not collateralised, the Company has not experienced significant problems with the collection of receivables given the Company’s only customer is a related party entity in Switzerland. The Company has only one customer, Glencore International AG, in one country, Switzerland, which represents 100% of trade receivable and total sales Liquidity risk Liquidity risk is the risk that the Company is unable to meet its payment obligations when due, or that it is unable, on an ongoing basis, to borrow funds in the market on an unsecured or secured basis at an acceptable price to fund actual or proposed commitments. Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and availability of adequate committed funding facilities. The Company has available committed funding sources from other financing entities within the Glencore plc group (see note 22). The Company’s credit profile and funding sources ensure that sufficient liquid funds are maintained to meet its liquidity requirements. As part of its liquidity management, the Company closely monitors and plans for its future capital expenditure well ahead of time. As at December 31, 2021, the Company had available cash amounting to $79 thousand (2020: $110 thousand; January 1, 2020: $264 thousand). The maturity profile of the Company’s financial liabilities based on the contractual terms, and associated current financial assets, are as follows: 2021 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 2 37 39 Lease liabilities – undiscounted — 228 1,084 1,312 Trade and other payables 14 — — 18,589 18,589 Total — 230 19,710 19,940 Current financial assets 2,771 2,771 2020 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 2 5 7 Lease liabilities – undiscounted — 29 110 139 Trade and other payables 14 — — 21,919 21,919 Total — 31 22,034 22,065 Current financial assets 9,138 9,138 January 1, 2020 After Due Due US$ thousand Notes 2 years 1-2 years 0-1 year Total Expected future interest payments — 348 523 871 Lease liabilities – undiscounted — 2,180 3,577 5,757 Trade and other payables 14 — — 25,623 25,623 Total — 2,528 29,723 32,251 Current financial assets 8,333 8,333 Capital risk management The Company’s capital risk is managed by Glencore Operations Australia Pty Limited as it sits within the Parent’s Australian operations. Movements to the parent net investment are treated as capital investments or contributions made by the Parent. |
Financial instruments_2
Financial instruments | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial instruments | |||
Financial instruments | 17. Financial instruments Fair value of financial instruments The following tables present the carrying values and fair values of the Company’s financial instruments. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal market at the measurement date under current market conditions. Where available market rates have been used to determine fair values. When market values are not available, fair values have been calculated by discounting expected cash flows at prevailing market interest and exchange rates. The estimated fair values have been determined using market information and appropriate valuation methodologies but are not necessarily indicative of the amounts that the Company could realize in the normal course of business. The financial assets and liabilities are presented by class in the tables below at their carrying values, which generally approximate the fair values. 2023 US$ thousand Notes Amortized cost FVTPL (1) Total Assets Other receivables 10 $ 1 $ — $ 1 Total financial assets $ 1 $ — $ 1 Liabilities Trade payables 14 $ 10,734 $ — $ 10,734 Trade payables to related parties 14 1,720 — 1,720 Other payables 14 6,483 — 6,483 Lease liabilities 15 635 — 635 Total financial liabilities $ 19,572 $ — $ 19,572 (1) FVTPL — Fair value through profit or loss. 2022 US$thousand Notes Amortized cost FVTPL (1) Total Assets Trade receivables from related parties 10 $ — $ 9,052 $ 9,052 Other receivables 10 1 - 1 Total financial assets $ 1 $ 9,052 $ 9,503 Liabilities Trade payables 14 $ 21,139 $ — $ 21,139 Trade payables to related parties 14 799 — 799 Other payables 14 6,560 — 6,560 Lease liabilities 15 976 — 976 Total financial liabilities $ 29,474 $ — $ 29,474 (1) FVTPL - Fair value through profit or loss. | 18. Financial instruments Fair value of financial instruments The following tables present the carrying values and fair values of the Company’s financial instruments. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal market at the measurement date under current market conditions. Where available market rates have been used to determine fair values. When market values are not available, fair values have been calculated by discounting expected cash flows at prevailing market interest and exchange rates. The estimated fair values have been determined using market information and appropriate valuation methodologies but are not necessarily indicative of the amounts that the Company could realize in the normal course of business. 18. Financial instruments (Continued) The financial assets and liabilities are presented by class in the tables below at their carrying values, which generally approximate the fair values. 2022 Amortized US$ thousand Notes cost FVTPL (1) Total Assets Trade receivables from related parties 10 — 9,052 9,052 Other receivables 10 1 — 1 Total financial assets 1 9,052 9,053 Liabilities Trade payables 14 21,139 — 21,139 Trade payables to related parties 14 799 — 799 Other payables 14 6,560 — 6,560 Lease liabilities 15 976 — 976 Total financial liabilities 29,474 — 29,474 (1) FVTPL — Fair value through profit or loss. 2021 Amortized US$ thousand Notes cost FVTPL (1) Total Assets Trade receivables from related parties 10 — 2,551 2,551 Other receivables 10 141 — 141 Total financial assets 141 2,551 2,692 Liabilities Trade payables 14 9,482 — 9,482 Trade payables to related parties 14 652 — 652 Other payables 14 8,455 — 8,455 Lease liabilities 15 1,273 — 1,273 Total financial liabilities 19,862 — 19,862 (1) FVTPL — Fair value through profit or loss . | 18. Financial instruments Fair value of financial instruments The following tables present the carrying values and fair values of the Company’s financial instruments. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal market at the measurement date under current market conditions. Where available market rates have been used to determine fair values. When market values are not available, fair values have been calculated by discounting expected cash flows at prevailing market interest and exchange rates. The estimated fair values have been determined using market information and appropriate valuation methodologies but are not necessarily indicative of the amounts that the Company could realize in the normal course of business. The financial assets and liabilities are presented by class in the tables below at their carrying values, which generally approximate the fair values. 2021 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 79 — 79 Trade receivables from related parties 10 — 2,551 2,551 Other receivables 10 141 — 141 Total financial assets 220 2,551 2,771 Liabilities Trade payables 14 9,482 — 9,482 Trade payables to related parties 14 652 — 652 Other payables 14 8,455 — 8,455 Lease liabilities 15 1,273 — 1,273 Total financial liabilities 19,862 — 19,862 (1) FVTPL — Fair value through profit or loss. 2020 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 110 — 110 Trade receivables from related parties 10 — 8,861 8,861 Other receivables 10 167 — 167 Total financial assets 277 8,861 9,138 Liabilities Trade payables 14 8,656 — 8,656 Other payables 14 13,263 — 13,263 Lease liabilities 15 132 — 132 Total financial liabilities 22,051 — 22,051 (1) FVTPL — Fair value through profit or loss. January 1, 2020 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 264 — 264 Trade receivables from related parties 10 — 6,718 6,718 Other receivables 10 1,351 — 1,351 Total financial assets 1,615 6,718 8,333 Liabilities Trade payables 14 5,688 — 5,688 Trade payables to related parties 14 481 481 Other payables 14 19,454 19,454 Lease liabilities 15 4,886 — 4,886 Total financial liabilities 30,509 — 30,509 (1) FVTPL — Fair value through profit or loss. |
Fair value measurements_2
Fair value measurements | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair value measurements | |||
Fair value measurements | 18. Fair value measurements Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/outflows. Some of the Company’s financial assets are measured at fair value at the end of each reporting period. 2023 US$thousand Notes Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents $ 406 $ — $ — $ 406 Total $ 406 $ — $ — $ 406 2022 US$thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents $ 1,316 $ — $ — $ 1,316 Trade receivables 10 — 9,052 — 9,052 Total $ 1,316 $ 9,052 $ — $ 10,368 During the three months ended March 31, 2023 no amounts were transferred between Level 1 and Level 2 of the fair value hierarchy and no amounts were transferred into or out of Level 3 of the fair value hierarchy for either other financial assets or other financial liabilities. | 19. Fair value measurements Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/ outflows. Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The below tables show the fair values of assets measured at fair value on a recurring basis: 2022 US$ thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 1,316 — — 1,316 Trade receivables — 9,052 — 9,052 Total 1,316 9,052 — 10,368 2021 US$ thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 79 — — 79 Trade receivables — 2,551 — 2,551 Total 79 2,551 — 2,630 During the year no amounts were transferred between Level 1 and Level 2 of the fair value hierarchy and no amounts were transferred into or out of Level 3 of the fair value hierarchy for either other financial assets or other financial liabilities. | 19. Fair value measurements Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/outflows. Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The below tables show the fair values of assets measured at fair value on a recurring basis: 2021 US$thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 79 — — 79 Trade receivables — 2,551 — 2,551 Total 79 2,551 — 2,630 2020 US$thousand Level 1 Level 2 Level 3 Total Cash and cash equivalents 110 — — 110 Trade receivables — 8,861 — 8,861 Total 110 8,861 — 8,971 January 1, 2020 US$thousand Level 1 Level 2 Level 3 Total Cash and cash equivalents 264 — — 264 Trade receivables — 6,718 — 6,718 Total 264 6,718 — 6,982 During the year no amounts were transferred between Level 1 Level |
Commitments_2
Commitments | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments | |||
Commitments | 19. Commitments Capital commitments Capital expenditure for the acquisition of property, plant and equipment is generally funded through the cash flow generated by the business. As at March 31, 2023 $15,204 thousand (2022: $15,791 thousand), of which 99% (2022: 99%) relates to expenditure to be incurred over the next year, was contractually committed for the acquisition of plant and equipment. This capital expenditure primarily relates to the underground mining fleet. | 20. Commitments Capital commitments Capital expenditure for the acquisition of property, plant and equipment is generally funded through the cash flow generated by the business. As at December 31, 2022, $15,791 thousand (2021: $44,315 thousand), of which 99% (2021: 17%) relates to expenditure to be incurred over the next year, was contractually committed for the acquisition of plant and equipment. This capital expenditure primarily relates to the underground mining fleet. | 20. Commitments Capital commitments Capital expenditure for the acquisition of property, plant and equipment is generally funded through the cash flow generated by the business. As at December 31, 2021, $44,315 thousand (2020: $2,448 thousand), of which 17% (2020: 60%) relates to expenditure to be incurred over the next year, was contractually committed for the acquisition of plant and equipment. This capital expenditure primarily relates to the underground mining fleet. |
Contingent liabilities_2
Contingent liabilities | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contingent liabilities | |||
Contingent liabilities | 20. Contingent liabilities The Company is subject to various claims which arise in the ordinary course of business as detailed below. These contingent liabilities are reviewed on a regular basis and where practical an estimate is made of the potential financial impact on the Company. Environmental contingencies The Company’s operations are subject to various environmental laws and regulations. The Company is in material compliance with those laws and regulations. The Company accrues for environmental contingencies when such contingencies are probable and reasonably estimable. Such accruals are adjusted as new information develops or circumstances change. Recoveries of environmental remediation costs from insurance companies and other parties are recorded as assets when the recoveries are virtually certain. At this time, the Company is unaware of any material environmental incidents at the CSA mine. Any potential liability arising from the above is not expected to have a material adverse effect on its income, financial position or cash flows. Bank payment guarantees for rehabilitation The Company has entered into various bank and performance guarantees equivalent to the estimated total amount required to fulfil any rehabilitation costs associated with mining activities. These are in the ordinary course of business. As at March 31, 2023, the total value of the guarantees is $24,730 thousand (AU$36,891 thousand) (2022: $25,101 thousand (AU$36,891 thousand)). The obligations, to which the guarantees relate, have been provided for on the balance sheet under provisions. | 21. Contingent liabilities The Company is subject to various claims which arise in the ordinary course of business as detailed below. These contingent liabilities are reviewed on a regular basis and where practical an estimate is made of the potential financial impact on the Company. Environmental contingencies The Company’s operations are subject to various environmental laws and regulations. The Company is in material compliance with those laws and regulations. The Company accrues for environmental contingencies when such contingencies are probable and reasonably estimable. Such accruals are adjusted as new information develops or circumstances change. Recoveries of environmental remediation costs from insurance companies and other parties are recorded as assets when the recoveries are virtually certain. At this time, the Company is unaware of any material environmental incidents at its CSA mine. Any potential liability arising from the above is not expected to have a material adverse effect on its combined income, financial position or cash flows. 21. Contingent liabilities (continued) Bank payment guarantees for rehabilitation The Company has entered into various bank and performance guarantees equivalent to the estimated total amount required to fulfil any rehabilitation costs associated with mining activities. These are in the ordinary course of business. As at December 31, 2022 the total value of the guarantees is AU$36,891 thousand (2021: AU$36,903 thousand). The obligations, to which the guarantees relate, have been provided for on the balance sheet under provisions (see note 16). | 21. Contingent liabilities The Company is subject to various claims which arise in the ordinary course of business as detailed below. These contingent liabilities are reviewed on a regular basis and where practical an estimate is made of the potential financial impact on the Company. Environmental contingencies The Company’s operations are subject to various environmental laws and regulations. The Company is in material compliance with those laws and regulations. The Company accrues for environmental contingencies when such contingencies are probable and reasonably estimable. Such accruals are adjusted as new information develops or circumstances change. Recoveries of environmental remediation costs from insurance companies and other parties are recorded as assets when the recoveries are virtually certain. At this time, the Company is unaware of any material environmental incidents at its CSA mine. Any potential liability arising from the above is not expected to have a material adverse effect on its combined income, financial position or cash flows. Bank payment guarantees for rehabilitation The Company has entered into various bank and performance guarantees equivalent to the estimated total amount required to fulfil any rehabilitation costs associated with mining activities. These are in the ordinary course of business. As at December 31, 2021 the total value of the guarantees is AU$36,903 thousand (2020: AU$36,913 thousand). The obligations, to which the guarantees relate, have been provided for on the balance sheet under provisions (see note 16). |
Relationship with Parent and _5
Relationship with Parent and related entities | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Relationship with Parent and related entities | |||
Relationship with Parent and related entities | 21. Relationship with Parent and related entities Allocation of general corporate expenses Historically, the Company has been managed and operated with the assistance of personnel employed by Glencore Australia Holdings Pty Limited (“Glencore Australia Holdings”), a wholly owned subsidiary of the Parent. Accordingly, certain shared costs have been recharged to the Company and reflected as expenses in the unaudited interim condensed financial statements. Management believes the allocation methodologies are a reasonable reflection of the utilization of services provided to or the benefits received by the Company during the periods presented. The expenses reflected in the unaudited interim condensed statement of profit or loss and other comprehensive income may not be indicative of expenses that will be incurred by the Company in the future. Glencore Australia Holdings provides certain services, which include, but are not limited to, executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology, and other corporate departments. Centralized cash management Glencore Australia Holdings has a centralized cash management arrangement where, on a periodic basis, excess cash balances with certain affiliated entities including Cobar are swept to Glencore Australia Holdings and mixed with cash from other affiliated entities. Cobar also participates in Glencore Australia Holdings notional cash pooling arrangements with Commonwealth Bank of Australia (the “Group Limit Facility”). This permits individual bank accounts participating in the Group Limit Facility to be overdrawn as long as consolidated funds across the entire Group Limit Facility is net positive. For purpose of the financial statements, cash only included dedicated bank accounts in the legal name of Cobar. Loans with related parties All transactions and balances between Cobar and the Parent during the period prior to the carve-out, which were not historically settled in cash, were considered to be effectively settled in cash in the unaudited interim condensed financial statements at the time the transaction was recorded. The total net effect of the settlement of these transactions between Cobar and the Parent were reflected in the unaudited interim condensed statement of cash flows as “Net transactions with the Parent” as financing activity and in the unaudited interim condensed statement of financial position and the interim condensed statement of changes in equity as “Parent net investment”. Cobar’s equity balance represents share capital, retained earnings and Parent net investment. Parent net investment represents the cumulative investment by the Parent in Cobar through the transaction date. Subsequent movements in the Glencore Investment tax loan and Glencore Australia Holdings working capital loan have been included within Parent net investment. Sales to Glencore International AG The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG, the revenue and cost of goods sold in the interim condensed statement of profit and loss and other comprehensive income reflect the sale of this copper concentrate with Glencore International AG. These are recognized within trade receivables from related entities in the unaudited interim condensed statement of financial position. Parent net investment As discussed in the basis of presentation in note 2, Parent net investment is primarily impacted by contributions from Glencore Australia Holdings as a result of treasury activities and net funding provided by or distributed to Glencore Australia Holdings. The Parent net investment is not distributable. All significant intercompany transactions between the Company and the Parent have been considered to be forgiven at the time the purchase and sale of Cobar is completed and are recorded and reflected as a net decrease in Parent net investment. The components of Parent net investment include movements to net transactions with the Parent as detailed below for the three months ended March 31, 2023 and 2022: Three months ended March 31 US$thousand 2023 2022 Parent net investment At January 1 $ 162,467 $ 135,797 Glencore Investment tax loan 1,370 10,220 Glencore Australia Holdings working capital (10,397) (21,269) Uncertain tax position 1,256 5,019 Net transactions with Parent (7,771) (6,030) At March 31 $ 154,696 $ 129,767 Glencore Investment tax loan The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head company. Tax payments from companies within tax consolidated group, including the Company, are made by Glencore Investment and settled through intercompany loans. Glencore Australia Holdings working capital The Company is party to an intercompany facility agreement with Glencore Australia Holdings which provides liquidity and cash management to the Company on an as needed basis. Glencore Australia Holdings has provided a letter of support to support the Company’s operations for a period of 12 months from the date of issuance of the financial statements while the Company remains a wholly owned subsidiary of the Parent. Uncertain tax position As noted above, the Company is part of the Glencore Investment tax consolidated group and the uncertain tax provision movements are booked through intercompany loans. The movements in the uncertain tax provision are non-cash. See note 9 for details on uncertain tax position movements. Uncertain tax position The loans are booked through Parent net investment as they form part of the capital structure of the Company as they represent an investment into the business by the Parent and related parties of the Company. Related party transactions Purchases of Trade receivables Trade payables Sales of goods goods and due from related due to related US$ thousand and services services parties parties Glencore International AG 2023 $ 65,227 $ — $ — $ 994 2022 76,516 — 9,052 — Glencore Australia Oil Pty Limited 2023 — (1,299) — 460 2022 — (1,202) — 545 Glencore Australia Holdings Pty Limited 2023 — (299) — — 2022 — (246) — — Other related parties 2023 — (369) — 266 2022 — (331) — 254 In the normal course of business, the Company enters into various arm’s length transactions with related parties including fixed and floating price commitments to sell and to purchase commodities, forward sale and purchase contracts. Remuneration of key management personnel Glencore Australia Holdings provides key management personnel services to the Company. The Company has not had a separate management team during the three months ended March 31, 2023 and the three months ended March 31, 2022. Key management personnel include the General Manager of the CSA mine. The Company pays a portion of overheads and key management personnel fees to Glencore Australia Holdings (see allocation of general corporate expenses above). | 22. Relationship with Parent and related entities Allocation of general corporate expenses Historically, the Company has been managed and operated with the assistance of personnel employed by Glencore Australia Holdings Pty Limited (“Glencore Australia Holdings”), a wholly owned subsidiary of the Parent. Accordingly, certain shared costs have been recharged to the Company and reflected as expenses in the financial statements. Management believes the allocation methodologies are a reasonable reflection of the utilization of services provided to or the benefits received by the Company during the periods presented. The expenses reflected in the statement of profit or loss and other comprehensive income may not be indicative of expenses that will be incurred by the Company in the future. Glencore Australia Holdings provides certain services, which include, but are not limited to, executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology, and other corporate departments. Centralized cash management Glencore Australia Holdings has a centralized cash management arrangement where, on a periodic basis, excess cash balances with certain affiliated entities including Cobar are swept to Glencore Australia Holdings and mixed with cash from other affiliated entities. Cobar also participates in Glencore Australia Holdings notional cash pooling arrangements with Commonwealth Bank of Australia (the Group Limit Facility). This permits individual bank accounts participating in the Group Limit Facility to be overdrawn as long as consolidated funds across the entire Group Limit Facility is net positive. For purpose of the financial statements, cash only included dedicated bank accounts in the legal name of Cobar. Loans with related parties All transactions and balances between Cobar and the Parent during the period prior to the carve-out, which were not historically settled in cash, were considered to be effectively settled in cash in the financial statements at the time the transaction was recorded. The total net effect of the settlement of these transactions between Cobar and the Parent were reflected in the statement of cash flows as “Net transactions with the Parent” as financing activity and in the statement of financial position and the statement of changes in equity as “Parent net investment”. Cobar’s equity balance represents share capital, retained earnings and Parent net investment. Parent net investment represents the cumulative investment by the Parent in Cobar through the transaction date. Subsequent movements in the Glencore Investment tax loan and Glencore Australia Holdings working capital loan have been included within Parent net investment. Sales to Glencore International AG The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG, the revenue and cost of goods sold in the statement of profit or loss and other comprehensive income reflect the sale of this copper concentrate with Glencore International AG. These are recognized within trade receivables from related entities in the statement of financial position. 22. Relationship with Parent and related entities (Continued) Parent net investment As discussed in the basis of preparation in note 2, Parent net investment is primarily impacted by contributions from Glencore Australia Holdings as a result of treasury activities and net funding provided by or distributed to Glencore Australia Holdings. The Parent net investment is not distributable. All significant intercompany transactions between the Company and the Parent have been considered to be forgiven at the time the purchase and sale of Cobar is completed and are recorded and reflected as a net (decrease)/ increase in Parent net investment. The components of Parent net investment include movements to net transactions with the Parent as detailed below: US$ thousand 2022 2021 Parent net investment As at January 1 135,797 309,998 Glencore Investment tax loan 8,629 19,461 Glencore Australia Holdings working capital 5,646 (74,816) Uncertain tax position 12,395 (118,846) Net transactions with Parent 26,670 (174,201) As at December 31 162,467 135,797 Glencore Investment tax loan The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment, a subsidiary of the Parent, is the head company (see note 2.15). Tax payments from companies within the tax consolidated group, including the Company, are made by Glencore Investment and settled through intercompany loans. Glencore Australia Holdings working capital The Company is party to an intercompany facility agreement with Glencore Australia Holdings which provides liquidity and cash management to the Company on an as needed basis. Glencore Australia Holdings has provided a letter of support to support the Company’s operations for a period of 12 months from the date of issuance of the financial statements while the Company remains a wholly owned subsidiary of the Parent. Uncertain tax position As noted above, the Company is part of the Glencore Investment tax consolidated group and the uncertain tax provision movements are booked through intercompany loans. The movements in the uncertain tax provision are non-cash. See note 9 for details on uncertain tax position movements. The loans are booked through Parent net investment as they form part of the capital structure of the Company as they represent an investment into the business by the Parent and related parties of the Company. 22. Relationship with Parent and related entities (continued) Related party transactions and balances Purchases of Trade receivables Trade payables Sales of goods goods and due from due to related US$ thousand and services services related parties parties Glencore International AG 2022 219,705 — 9,052 — 2021 273,380 — 2,551 — Glencore Australia Oil Pty Limited 2022 — (5,385) — (545) 2021 — (4,349) — (421) Glencore Australia Holdings Pty Limited 2022 — (1,306) — — 2021 — (1,443) — — Other related parties 2022 — (1,501) — (254) 2021 — (1,326) — (231) In the normal course of business, the Company enters into various arm’s length transactions with related parties including fixed and floating price commitments to sell and to purchase commodities, forward sale and purchase contracts. Remuneration of key management personnel Glencore Australia Holdings provides key management personnel services to the Company. The Company has not had a separate management team during the years ended December 31, 2022 and 2021. Key management personnel include the General Manager of the CSA mine. The Company pays a portion of overheads and key management personnel fees to Glencore Australia Holdings (see allocation of general corporate overheads above). | 22. Relationship with Parent and related entities Allocation of general corporate expenses Historically, the Company has been managed and operated with the assistance of personnel employed by Glencore Australia Holdings Pty Limited (“Glencore Australia Holdings”), a wholly owned subsidiary of the Parent. Accordingly, certain shared costs have been recharged to the Company and reflected as expenses in the financial statements. Management believes the allocation methodologies are a reasonable reflection of the utilization of services provided to or the benefits received by the Company during the periods presented. The expenses reflected in the statement of profit or loss and other comprehensive income may not be indicative of expenses that will be incurred by the Company in the future. Glencore Australia Holdings provides certain services, which include, but are not limited to, executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology, and other corporate departments. Centralized cash management Glencore Australia Holdings has a centralized cash management arrangement where, on a periodic basis, excess cash balances with certain affiliated entities including Cobar are swept to Glencore Australia Holdings and mixed with cash from other affiliated entities.. Cobar also participates in Glencore Australia Holdings notional cash pooling arrangements with Commonwealth Bank of Australia (the Group Limit Facility). This permits individual bank accounts participating in the Group Limit Facility to be overdrawn as long as consolidated funds across the entire Group Limit Facility is net positive. For purpose of the financial statements, cash only included dedicated bank accounts in the legal name of Cobar, Acelight and Isokind. Loans with related parties All transactions and balances between Cobar and the Parent during the period prior to the carve-out, which were not historically settled in cash, were considered to be effectively settled in cash in the financial statements at the time the transaction was recorded. The total net effect of the settlement of these transactions between Cobar and the Parent were reflected in the statement of cash flows as “Net transactions with the Parent” as financing activity and in the statement of financial position and the statement of changes in equity as “Parent net investment”. Cobar’s equity balance represents share capital, retained earnings and Parent net investment. Parent net investment represents the cumulative investment by the Parent in Cobar through the transaction date. Subsequent movements in the Glencore Investment tax loan and Glencore Australia Holdings working capital loan have been included within Parent net investment. Sales to Glencore International AG The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG, the revenue and cost of goods sold in the statement of profit or loss and other comprehensive income reflect the sale of this copper concentrate with Glencore International AG. These are recognized within trade receivables from related entities in the statement of financial position. Parent net investment As discussed in the basis of preparation in note 2, Parent net investment is primarily impacted by contributions from Glencore Australia Holdings as a result of treasury activities and net funding provided by or distributed to Glencore Australia Holdings. The Parent net investment is not distributable. All significant intercompany transactions between the Company and the Parent have been considered to be forgiven at the time the purchase and sale of Cobar is completed and are recorded and reflected as a net (decrease)/increase in Parent net investment. The components of Parent net investment include movements to net transactions with the Parent as detailed below: US$thousand 2021 2020 Parent net investment At January 1 309,998 266,976 Glencore Investment tax loan 19,461 7,908 Glencore Australia Holdings working capital (74,816) 6,402 Uncertain tax position (118,846) 28,712 Net transactions with Parent (174,201) 43,022 At December 31 135,797 309,998 Glencore Investment tax loan The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head company (see note 2.16). Tax payments from companies within tax consolidated group, including the Company, are made by Glencore Investment and settled through intercompany loans. Glencore Australia Holdings working capital The Company is party to an intercompany facility agreement with Glencore Australia Holdings which provides liquidity and cash management to the Company on an as needed basis. Uncertain tax position As noted above, the Company is part of the Glencore Investment tax consolidated group and the uncertain tax provision movements are booked through intercompany loans. The movements in the uncertain tax provision are non-cash. See note 10 for details on uncertain tax position movements. The loans are booked through Parent net investment as they form part of the capital structure of the Company as they represent an investment into the business by the Parent and related parties of the Company. Related party transactions Sales of Purchases of Trade receivables Trade payables goods and goods and due from due to related US$thousand services services related parties parties Glencore International AG 2021 273,380 — 2,551 — 2020 202,183 — 8,861 — January 1, 2020 6,718 — Glencore Australia Oil Pty Limited 2021 — (4,349) — (421) 2020 — (5,969) — — January 1, 2020 — — Glencore Australia Holdings Pty Limited 2021 — (1,443) — — 2020 — (2,768) — — January 1, 2020 — — Other related parties 2021 — (1,326) — (231) 2020 — (1,017) — — January 1, 2020 — (481) In the normal course of business, the Company enters into various arm’s length transactions with related parties including fixed and floating price commitments to sell and to purchase commodities, forward sale and purchase contracts. Remuneration of key management personnel Glencore Australia Holdings provides key management personnel services to the Company. The Company has not had a separate management team during the years ended December 31, 2021 and 2020. Key management personnel include the General Manager of the CSA mine. The Company pays a portion of overheads and key management personnel fees to Glencore Australia Holdings (see allocation of general corporate overheads above). |
Share capital_2
Share capital | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share capital | |||
Share capital | 22. Share capital Issued shares March 31, 2023 December 31, 2022 Ordinary shares fully paid - Cobar Management Pty. Limited 1 1 1 1 Ordinary shares are fully paid and have no par value, carry one vote per share, and receive dividends at the discretion of the Company. Ordinary shares issued and fully paid Share capital Number of shares US$thousand Balance at January 1, 2023 1 $ — Balance at March 31, 2023 1 $ — | 23. Share capital Issued shares 2022 2021 Ordinary shares fully paid 1 1 1 1 Ordinary shares are fully paid and have no par value, carry one vote per share, and receive dividends at the discretion of the Company. Ordinary shares issued and fully paid Number of Share capital shares US$ thousand Balance as at January 1, 2021 and December 31, 2021 1 — Balance as at December 31, 2022 1 — | 23. Share capital January 1, Issued shares 2021 2020 2020 Ordinary shares fully paid 1 1 1 1 1 1 Ordinary shares are fully paid and have no par value, carry one vote per share, and receive dividends at the discretion of the Company. Ordinary shares issued and fully paid Number of Share capital shares US$thousand Balance at January 1, 2020 and December 31, 2020 1 — Balance at December 31, 2021 1 — |
Deed of cross guarantee_2
Deed of cross guarantee | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deed of cross guarantee | |||
Deed of cross guarantee | 23. Deed of cross guarantee The Company has entered into a Deed of Cross-Guarantee (the “Deed”) with Glencore Investment on December 4, 2018. Pursuant to the Deed, in the event of any member of the Closed Group, being the holding entity Glencore Investment and its wholly-owned entities, being wound up, each party to the Deed guarantees to each creditor of the member being wound up, payment in full of that member’s debt. As at March 31, 2023 and December 31, 2022 no amounts were recognized in respect of the Deed. | 24. Deed of cross guarantee The entities that collectively are the Company have entered into a Deed of Cross-Guarantee (the “Deed”) with Glencore Investment on December 4, 2018. Pursuant to the Deed, in the event of any member of the Closed Group, being the holding entity Glencore Investment and its wholly-owned entities, being wound up, each party to the Deed guarantees to each creditor of the member being wound up, payment in full of that member’s debt. As at December 31, 2022 and 2021 no amounts were recognized in respect of the Deed. | 24. Deed of cross guarantee The entities that collectively are the Company have entered into a Deed of Cross-Guarantee (the “Deed”) with Glencore Investment Pty Limited (“Glencore Investment”) on December 4, 2018. Pursuant to the Deed, in the event of any member of the Closed Group, being the holding entity Glencore Investment and its wholly-owned entities, being wound up, each party to the Deed guarantees to each creditor of the member being wound up, payment in full of that member’s debt. As at December 31, 2021 and 2020 no amounts were recognized in respect of the Deed. |
Earnings per share_2
Earnings per share | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings per share | |||
Earnings per share | 24. Earnings per share Three months ended March 31 US$thousand 2023 2022 Profit for the purpose of basic earnings per share being net profit attributable to owners of the Company $ 5,102 $ 13,539 Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 Profit for the purpose of diluted earnings per share $ 5,102 $ 13,539 Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic earnings per share $ 5,102 $ 13,539 Diluted earnings per share $ 5,102 $ 13,539 | 25. Earnings per share US$ thousand 2022 2021 (Loss)/profit for the purpose of basic earnings per share being net profit attributable to (5,359) 166,495 Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 (Loss)/profit for the purpose of diluted earnings per share (5,359) 166,495 Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic (loss)/earnings per share (5,359) 166,495 Diluted (loss)/earnings per share (5,359) 166,495 | 25. Earnings per share US$thousand 2021 2020 Profit/(loss) for the purpose of basic earnings per share being net profit attributable to owners of the Company 166,495 (29,137) Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 Profit/(loss) for the purpose of diluted earnings per share 166,495 (29,137) Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic earnings/(loss) per share 166,495 (29,137) Diluted earnings/(loss) per share 166,495 (29,137) |
Subsequent events_2_3_4
Subsequent events | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent events | |||
Subsequent events | 25. Subsequent events On May 5, 2023 the Company received a notification from the NSW Government Resource Regulator to increase the bank guarantees to secure funding for the fulfilment of rehabilitation obligations, from $24,730 thousand (AU$36,891 thousand) to $53,379 thousand (AU$79,981 thousand). No other matters or circumstances have arisen since the end of the three-month period that have significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of the Company in subsequent financial years. | 26. Subsequent events No matters or circumstances have arisen since the end of the financial year that have significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of the Company in subsequent financial years. | 26. Subsequent events On March 17, 2022, Glencore Operations Australia Pty Limited, entered into an Agreement with Metals Acquisition Corp (“MAC”) for the sale of Cobar Management Pty Limited for $1.05 billion in cash and $50 million equity stake in MAC and a 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. On November 22, 2022, Glencore Operations Australia entered a binding deed of amendment with MAC in respect of the March 17, 2022 agreement. Refer to note 1 for details. No other matters or circumstances have arisen since the end of the financial year that have significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of the Company in subsequent financial years. |
Significant accounting polic_17
Significant accounting policies (Policies) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant accounting policies | |||
Basis of preparation | 2.1 Basis of preparation The unaudited interim condensed financial statements are general purpose financial statements, which have been prepared in accordance with IAS 34 Interim Financial Reporting The Company’s financial information is presented as financial information using the historical results of operations and the historical bases of assets and liabilities of the Parent. The share of Cobar is owned by, and all operations of Cobar are controlled, by the Parent. The business of the Company is the operation of the CSA mine in New South Wales, Australia. Management of the Company believes assumptions underlying the unaudited interim condensed financial statements are reasonable. However, the unaudited interim condensed financial statements may not be indicative of the interim condensed financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The interim condensed statement of profit or loss and other comprehensive income includes all revenues and costs directly attributable to the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to Cobar based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in Cobar. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 21 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head entity. The unaudited interim condensed financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. | 2.1 Basis of preparation The financial statements are general purpose financial statements, which have been prepared on a stand-alone basis and are derived from Glencore plc’s consolidated financial statements and accounting records in which the Company was consolidated. Glencore plc’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board(“IASB”) and based on Glencore plc’s transition to IFRS which had occurred prior to its initial public offering in 2011. The financial statements include the historical results of operations, financial position and cash flows of the Company for the periods presented and have been prepared in accordance with the IFRS as issued by the IASB. The Company’s financial information is presented using the historical results of operations and the historical bases of assets and liabilities of the Parent. The business of the Company is the operation of the CSA copper mine in New South Wales Australia. Management of the Company believes assumptions underlying the financial statements are reasonable. However, the financial statements may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The statement of profit or loss and other comprehensive income include all revenues and costs directly attributable the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to the Company based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in the Company. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 22 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment, a subsidiary of the Parent, is the head entity. See note 2.15 ‘Income taxes’ for more information. The financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases Inventories Impairment of assets In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern As at December 31, 2022, the Company has a net current liability position of $3,127 thousand and a loss for the year of $5,359 thousand, but net cash generated by operating activities of $54,547 thousand. Based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. | 2.1 Basis of preparation The financial statements are general purpose financial statements, which have been prepared on a stand-alone basis and are derived from Glencore plc’s consolidated financial statements and accounting records in which the Company was consolidated. Glencore plc’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board (“IASB”) and based on Glencore plc’s transition to IFRS which had occurred prior to its initial public offering in 2011. The financial statements include the historical results of operations, financial position and cash flows of the Company for the periods presented and have been prepared in accordance with the IFRS as issued by the IASB. The Company’s financial information is presented using the historical results of operations and the historical bases of assets and liabilities of the Parent. The business of the Company is the operation of the CSA copper mine in New South Wales Australia. Management of the Company believes assumptions underlying the financial statements are reasonable. However, the financial statements may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The statement of profit or loss and other comprehensive income include all revenues and costs directly attributable the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to the Company based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in the Company. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 22 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head entity. See note 2.16 ‘Income taxes’ for more information. The financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases Inventories Impairment of assets In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern Based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. |
COVID-19 | 2.2 COVID-19 The Company is aware that COVID-19 has the capacity to adversely affect the future financial performance of the Company in a variety of ways, including: significant COVID-19 specific costs, disruptions to supply chain (including purchasing, production, and transportation) and volatility in the price for copper. Depending on the duration and extent of the impact of COVID-19 and if any of the aforementioned risks materialise, it may become necessary to reassess certain accounting conclusions and disclosures including the valuation of inventories, fair value measurements, the impairment of non-financial assets, adequacy of provisions, expected credit loss assumptions, and the extent of the impact on the results of operations and cash flows. | 2.3 COVID-19 The Company is aware that COVID-19 has the capacity to adversely affect the future financial performance of the Company in a variety of ways, including: significant COVID-19 specific costs, disruptions to supply chain (including purchasing, production, and transportation) and volatility in the price for copper. Depending on the duration and extent of the impact of COVID-19 and if any of the aforementioned risks materialise, it may become necessary to reassess certain accounting conclusions and disclosures including the valuation of inventories, fair value measurements, the impairment of non-financial assets, adequacy of provisions, expected credit loss assumptions, and the extent of the impact on the results of operations and cash flows. | |
Application of new and revised accounting standards | 2.2 Application of new and revised accounting standards These unaudited interim condensed financial statements are prepared using the same accounting policies as applied in the audited 2022 financial statements. The following clarification revision to existing accounting pronouncements became effective as of January 1, 2023 and has been adopted by the Company. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The amendments did not have a material impact on these unaudited interim condensed financial statements. | 2.3 Application of new and revised accounting standards Adoption of new and revised standards In the current year, the Company has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (“the IASB”) that are relevant to its operations and effective for the current annual reporting year. The nature and impact of each new standard or amendment is described below: Amendments to IAS 16 — Proceeds before intended use The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The adoption of these amendments have not had a material impact on the Company. New and revised standards not yet effective IFRS Standards and Interpretations that are issued, but are not yet effective, up to the date of issuance of the financial statements, which are applicable to the Company, are disclosed below. The Company will apply these amendments, as applicable, when they become effective. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The Company has assessed the potential impact of the amendments on these financial statements and does not expect a material impact. | 2.4 Application of new and revised accounting standards Adoption of new and revised standards As these financial statements are the first prepared for the Company all new and revised Standards and Interpretations issued by the International Accounting Standards Board (“the IASB”) have been adopted. New and revised standards not yet effective IFRS Standards and Interpretations that are issued, but are not yet effective, up to the date of issuance of the financial statements, which are applicable to the Company, are disclosed below. The Company will apply these amendments, as applicable, when they become effective. Annual Improvements 2018-2020 and Other Amendments — effective for year ends beginning on or after January 1, 2022 The amendments clarify certain requirements in: ● IFRS 1 First-time Adoption of International Financial Reporting Standards; ● IFRS 3 Business Combinations; ● IFRS 9 Financial Instruments; ● IFRS 16 Property, Plant and Equipment; and ● IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Amendments to IFRS 16 — Proceeds before intended use — effective for year ends beginning on or after January 1, 2022 The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The Company has assessed the potential impact of the amendment on these financial statements and does not expect a material impact. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The Company is assessing the potential impact of the amendments on these financial statements. |
Revenue recognition | 2.4 Revenue recognition Revenue is derived principally from the sale of goods and recognized when the performance obligations have been satisfied upon transfer of control of the goods from the Company to the customer. Revenue is measured based on consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue related to the sale of goods is recognized when the product is delivered to the destination specified by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises and the customer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. The sales price is determined on a provisional basis at the date of sale as the final selling price is subject to movements in market prices up to the date of final pricing, normally ranging from 30 to 90 days after initial booking (provisionally priced sales). As the pricing only varies based on future market prices after the performance obligation has been satisfied, this is not considered to be variable consideration. The Company’s right to the consideration is unconditional as only the passage of time is required before payment is due and, therefore, the Company accounts for the receivable under IFRS 9. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. The revenue adjustment mechanism embedded within provisionally priced sales arrangements has the character of a commodity derivative. Accordingly, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognized as an adjustment to revenue. In all cases, fair value is estimated by reference to forward market prices. The principal risks associated with recognition of sales on a provisional basis include commodity price fluctuations between the date the sale is recorded and the date of final settlement. If a significant decline in commodity prices occurs, it is reasonably possible the Company could be required to pay the difference between the provisional price and final selling price. Revenues from the sale of silver, a by-product in the production of copper concentrate, are included within revenue from the sale of concentrate, which includes copper and silver. The Company is responsible for providing certain shipping and insurance services to the customer, which is generally before the date at which the Company has transferred control of the goods. These services are not distinct within the context of the contract, and they are not separately identifiable from other promises within the contract. Accordingly, shipping and insurance services are not considered separate performance obligations and are treated as costs to fulfill the promise to transfer the related products. Any customer payments of shipping and handling costs are recorded within revenue. While the Company’s customer has an option to take deliveries of the goods on Cost and Freight (“CFR”) and Cost, Insurance and Freight (“CIF”) basis, the customer generally opts for Free on Board (“FOB”) based delivery where the Company is responsible for loading the purchased goods onto the ship, and all costs associated up to that point. | 2.5 Revenue recognition Revenue is derived principally from the sale of goods and recognized when the performance obligations have been satisfied upon transfer of control of the goods from the Company to the customer. Revenue is measured based on consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue related to the sale of goods is recognized when the product is delivered to the destination specified by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises and the customer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. The sales price is determined on a provisional basis at the date of sale as the final selling price is subject to movements in market prices up to the date of final pricing, normally ranging from 30 to 90 days after initial booking (provisionally priced sales). As the pricing only varies based on future market prices after the performance obligation has been satisfied, this is not considered to be variable consideration. The Company’s right to the consideration is unconditional as only the passage of time is required before payment is due and, therefore, the Company accounts for the receivable under IFRS 9. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. The revenue adjustment mechanism embedded within provisionally priced sales arrangements has the character of a commodity derivative. Accordingly, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognized as an adjustment to revenue. In all cases, fair value is estimated by reference to forward market prices. The principal risks associated with recognition of sales on a provisional basis include commodity price fluctuations between the date the sale is recorded and the date of final settlement. If a significant decline in commodity prices occurs, it is reasonably possible the Company could be required to pay the difference between the provisional price and final selling price. Revenues from the sale of silver, a by-product in the production of copper concentrate, are included within revenue from the sale of concentrate, which includes copper and silver. The Company is responsible for providing certain shipping and insurance services to the customer, which is generally before the date at which the Company has transferred control of the goods. These services are not distinct within the context of the contract, and they are not separately identifiable from other promises within the contract. Accordingly, shipping and insurance services are not considered separate performance obligations and are treated as costs to fulfill the promise to transfer the related products. Any customer payments of shipping and handling costs are recorded within revenue. While the Company’s customer has an option to take deliveries of the goods on Cost and Freight (“CFR”) and Cost, Insurance and Freight (“CIF”) basis, the customer generally opts for Free on Board (“FOB”) based delivery where the Company is responsible for loading the purchased goods onto the ship, and all costs associated up to that point. | |
Foreign currency translation | 2.5 Foreign currency translation The Company’s reporting currency and the functional currency of each of the entities collectively forming the Company is the U.S. dollar as this is assessed to be the principal currency of the economic environment in which it operates. All operating revenue generated by Cobar is in the U.S. dollar and all the funding arrangements through Parent net investment (see note 22) are denominated in the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are converted into the functional currency using the exchange rate prevailing at the transaction date. Monetary assets and liabilities outstanding at year end are converted at year-end rates. The resulting exchange differences are recorded in the statement of profit or loss and other comprehensive income. The average and closing AUD/USD foreign currency exchange rates at 2022 and 2021 are listed below: Average Closing FX rate FX rate 2021 0.7512 0.7272 2022 0.6935 0.6804 | 2.6 Foreign currency translation The Company’s reporting currency and the functional currency of each of the entities collectively forming the Company is the U.S. dollar as this is assessed to be the principal currency of the economic environment in which it operates. All operating revenue generated by Cobar is in the U.S. dollar and all the funding arrangements through Parent net investment (see note 22) are denominated in the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are converted into the functional currency using the exchange rate prevailing at the transaction date. Monetary assets and liabilities outstanding at year end are converted at year-end rates. The resulting exchange differences are recorded in the statement of profit or loss and other comprehensive income. The average and closing AUD/USD foreign currency exchange rates at 2020 and 2021 are listed below: Average Closing FX rate FX rate 2020 0.6884 0.7706 2021 0.7512 0.7272 | |
Property, plant and equipment | 2.6 Property, plant and equipment Property, plant and equipment are initially recognized at cost, being the fair value of the consideration given to acquire or construct the asset, including directly attributable costs required to bring the asset to the location or to a condition necessary for operation and the direct cost of dismantling and removing the asset, less accumulated depreciation and any accumulated impairment losses. Property, plant and equipment are depreciated to their estimated residual value over the estimated useful life of the specific asset concerned, or the estimated remaining life of mine (“LOM”), field or lease. Depreciation commences when the asset is available for use. The major categories of property, plant and equipment are depreciated/amortized on a units of production (“UOP”) and/or straight-line basis. Depreciation of property, plant and equipment using UOP method over the LOM is based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). The portion of mineral resources are included in depreciation calculations where they are expected to be classified as mineral reserves based on high degree of confidence that they will be extracted in an economic manner. Assets under construction are included in Plant and equipment and since the assets are not yet available for use, are not depreciated. The estimated useful lives for the current and comparative periods are as follows: Buildings 10 Freehold land Not depreciated Plant and equipment 3 Right-of-use assets 2 Mine development UOP Mine development Mine development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable mineral reserves, including shafts, adits, drifts, ramps, permanent excavations, and infrastructure. Costs incurred before mineral resources are classified as proven and probable reserves are expensed as incurred. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves and such proposed development receives the appropriate approvals. All subsequent development expenditure is similarly capitalized, provided commercial viability conditions continue to be satisfied. Proceeds from the sale of product extracted during the development phase are netted against development expenditure. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. Depreciation for mine development costs is determined using the UOP method based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). Depreciation, depletion and amortization using the UOP method is recorded upon production of finished goods, at which time it is allocated to inventory cost and then included as a component of cost of goods sold. Other assets are depreciated on a straight-line basis over estimated useful lives for the related assets. | 2.7 Property, plant and equipment Property, plant and equipment are initially recognized at cost, being the fair value of the consideration given to acquire or construct the asset, including directly attributable costs required to bring the asset to the location or to a condition necessary for operation and the direct cost of dismantling and removing the asset, less accumulated depreciation and any accumulated impairment losses. Property, plant and equipment are depreciated to their estimated residual value over the estimated useful life of the specific asset concerned, or the estimated remaining life of mine (“LOM”), field or lease. Depreciation commences when the asset is available for use. The major categories of property, plant and equipment are depreciated/amortized on a units of production (“UOP”) and/or straight-line basis. Depreciation of property, plant and equipment using UOP method over the LOM is based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). The portion of mineral resources are included in depreciation calculations where they are expected to be classified as mineral reserves based on high degree of confidence that they will be extracted in an economic manner. Assets under construction are included in Plant and equipment and since the assets are not yet available for use, are not depreciated. The estimated useful lives for the current and comparative periods are as follows: Buildings 10 – 45 years/Straight-line Freehold land Not depreciated Plant and equipment 3 – 30 years/UOP Right-of-use assets 2 – 30 years Mine development UOP Mine development Mine development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable mineral reserves, including shafts, adits, drifts, ramps, permanent excavations, and infrastructure. Costs incurred before mineral resources are classified as proven and probable reserves are expensed as incurred. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves and such proposed development receives the appropriate approvals. All subsequent development expenditure is similarly capitalized, provided commercial viability conditions continue to be satisfied. Proceeds from the sale of product extracted during the development phase are netted against development expenditure. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. Depreciation for mine development costs is determined using the UOP method based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). Depreciation, depletion and amortization using the UOP method is recorded upon production of finished goods, at which time it is allocated to inventory cost and then included as a component of cost of goods sold. Other assets are depreciated on a straight-line basis over estimated useful lives for the related assets. | |
Leases | 2.7 Leases As lessee, the Company assesses whether a contract contains a lease at inception of a contract. The Company recognizes a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements in which it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the future lease payments from the commencement date of the lease. The lease payments are discounted using the asset and company specific incremental borrowing rates. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability, with a corresponding adjustment to the related right-of-use assets, whenever: ● The lease term changes or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● The lease payments change due to the changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; ● A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification. The right-of-use assets are initially recognized in the statement of financial position at cost, which comprises the amount of the initial measurement of the corresponding lease liability, adjusted for any lease payments made at or prior to the commencement date of the lease, any lease incentive received and any initial direct costs incurred, and expected costs for obligations to dismantle and remove right-of-use assets when they are no longer used. Right-of-use assets are recognized within property, plant and equipment in the statement of financial position. Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the right-of-use asset or the end of the lease term. | 2.8 Leases As lessee, the Company assesses whether a contract contains a lease at inception of a contract. The Company recognizes a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements in which it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the future lease payments from the commencement date of the lease. The lease payments are discounted using the asset and company specific incremental borrowing rates. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability, with a corresponding adjustment to the related right-of-use assets, whenever: ● The lease term changes or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● The lease payments change due to the changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; ● A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification. The right-of-use assets are initially recognized in the statement of financial position at cost, which comprises the amount of the initial measurement of the corresponding lease liability, adjusted for any lease payments made at or prior to the commencement date of the lease, any lease incentive received and any initial direct costs incurred, and expected costs for obligations to dismantle and remove right-of-use assets when they are no longer used. Right-of-use assets are recognized within property, plant and equipment in the statement of financial position. Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the right-of-use asset or the end of the lease term. | |
Restoration, rehabilitation and decommissioning | 2.8 Restoration, rehabilitation and decommissioning Restoration, rehabilitation and decommissioning costs arising from the installation of plant and other site preparation work, discounted using a risk free discount rate to their net present value, are provided for and capitalized at the time such an obligation arises. The costs are charged to the statement of profit or loss and other comprehensive income over the life of the operation through depreciation of the asset and the accretion expense of the discount on the provision. Costs for restoration of subsequent site disturbance, which is created on an ongoing basis during production, are provided for at their net present values and charged to the statement of profit or loss and other comprehensive income as extraction progresses. Changes in the estimated timing of the rehabilitation or changes to the estimated future costs are accounted for prospectively by recognizing an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates, provided the reduction in the provision is not greater than the depreciated capitalized cost of the related asset, in which case the capitalized cost is reduced to nil and the remaining adjustment recognized in the statement of profit or loss and other comprehensive income. In the case of closed sites, changes to estimated costs are recognized immediately in the statement of profit or loss and other comprehensive income. | 2.9 Restoration, rehabilitation and decommissioning Restoration, rehabilitation and decommissioning costs arising from the installation of plant and other site preparation work, discounted using a risk free discount rate to their net present value, are provided for and capitalized at the time such an obligation arises. The costs are charged to the statement of profit or loss and other comprehensive income over the life of the operation through depreciation of the asset and the accretion expense of the discount on the provision. Costs for restoration of subsequent site disturbance, which is created on an ongoing basis during production, are provided for at their net present values and charged to the statement of profit or loss and other comprehensive income as extraction progresses. Changes in the estimated timing of the rehabilitation or changes to the estimated future costs are accounted for prospectively by recognizing an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates, provided the reduction in the provision is not greater than the depreciated capitalized cost of the related asset, in which case the capitalized cost is reduced to nil and the remaining adjustment recognized in the statement of profit or loss and other comprehensive income. In the case of closed sites, changes to estimated costs are recognized immediately in the statement of profit or loss and other comprehensive income. | |
Intangible assets | 2.9 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization (calculated on a straight- line basis over their useful lives) and accumulated impairment losses, if any. The major categories of intangibles are amortized on a straight-line basis as follows: Licences and software 3 | 2.10 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization (calculated on a straight-line basis over their useful lives) and accumulated impairment losses, if any. The major categories of intangibles are amortized on a straight-line basis as follows: Licences and software 3 – 9 years | |
Impairment or impairment reversals | 2.10 Impairment or impairment reversals The Company conducts, at least annually, an internal review of asset values which is used as a source of information to assess for any indications of impairment. Formal impairment tests are carried out when events or changes in circumstances indicate the carrying value may not be recoverable. A formal impairment test involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the CGU level. If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the lower amount. For those assets which were impaired in prior periods, if their recoverable amount exceeds their carrying amount, an impairment reversal is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the higher amount to the extent the increased carrying amount does not exceed the carrying value of the asset that would have been determined had no impairment previously been recognized. Goodwill impairments cannot be subsequently reversed. | 2.11 Impairment or impairment reversals The Company conducts, at least annually, an internal review of asset values which is used as a source of information to assess for any indications of impairment. Formal impairment tests are carried out when events or changes in circumstances indicate the carrying value may not be recoverable. A formal impairment test involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the CGU level. If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the lower amount. For those assets which were impaired in prior periods, if their recoverable amount exceeds their carrying amount, an impairment reversal is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the higher amount to the extent the increased carrying amount does not exceed the carrying value of the asset that would have been determined had no impairment previously been recognized. Goodwill impairments cannot be subsequently reversed. | |
Provisions | 2.11 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources embodying economic benefits that can be reliably estimated will be required to settle the liability. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). | 2.12 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources embodying economic benefits that can be reliably estimated will be required to settle the liability. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). | |
Inventories | 2.12 Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in- first-out (“FIFO”) or the weighted average method and comprises material costs, labour costs, allocated production related overhead costs and includes treatment and refining cost. Raw materials and consumables are measured using the FIFO method and work in progress inventories using the weighted average method. Financing and storage costs related to inventory are expensed as incurred. | 2.13 Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in-first-out (“FIFO”) or the weighted average method and comprises material costs, labour costs, allocated production related overhead costs and includes treatment and refining cost. Raw materials and consumables are measured using the FIFO method and work in progress inventories using the weighted average method. Financing and storage costs related to inventory are expensed as incurred. | |
Financial instruments | 2.13 Financial instruments Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are classified as either financial assets at amortized cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVTPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. Financial assets are initially recognized at fair value on the trade date, including, in the case of instruments not subsequently measured at fair value through profit or loss, directly attributable transaction costs. Trade receivables with no provisional price features and where there is no significant financing component, are initially recognized at their transaction price. Subsequently, other investments, provisionally priced trade receivables and derivatives are carried at fair value and trade receivables that do not contain provisional price features, loans and other receivables are carried at amortized cost. Financial liabilities, other than derivatives and those containing provisional price features, are initially recognized at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortized cost. Financial liabilities that contain provisional pricing features and derivatives are carried at FVTPL. Impairment of financial assets A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The expected credit loss recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. The Company applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime expected loss provision. The expected credit losses on these financial assets is estimated using a provision matrix by reference to past default experience and an equivalent credit rating, adjusted as appropriate for current observable data and forward-looking information. For all other financial assets at amortized cost, the Company recognizes lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition, which is determined by: ● A review of overdue amounts ● Comparing the risk of default at the reporting date and at the date of initial recognition ● An assessment of relevant historical and forward-looking quantitative and qualitative information. For those balances that are beyond 30 days overdue it is presumed to be an indicator of a significant increase in credit risk. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-months expected credit loss, which comprises the expected lifetime loss from the instrument were a default to occur within 12 months of the reporting date. The Company considers an event of default has materialised and the financial asset is credit impaired when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay the Company without taking into account any collateral held by the Company or if the financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Derecognition of financial assets and financial liabilities The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received. The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or have expired. On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognized in profit and loss. On derecognition of equity investments designated and measured at FVTOCI, the cumulative gain or loss recognized in other comprehensive income is reclassified directly to retained earnings. | 2.14 Financial instruments Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are classified as either financial assets at amortized cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVTPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. Financial assets are initially recognized at fair value on the trade date, including, in the case of instruments not subsequently measured at fair value through profit or loss, directly attributable transaction costs. Trade receivables with no provisional price features and where there is no significant financing component, are initially recognized at their transaction price. Subsequently, other investments, provisionally priced trade receivables and derivatives are carried at fair value and trade receivables that do not contain provisional price features, loans and other receivables are carried at amortized cost. Financial liabilities, other than derivatives and those containing provisional price features, are initially recognized at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortized cost. Financial liabilities that contain provisional pricing features and derivatives are carried at FVTPL. Impairment of financial assets A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The expected credit loss recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. The Company applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime expected loss provision. The expected credit losses on these financial assets is estimated using a provision matrix by reference to past default experience and an equivalent credit rating, adjusted as appropriate for current observable data and forward-looking information. For all other financial assets at amortized cost, the Company recognizes lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition, which is determined by: ● A review of overdue amounts ● Comparing the risk of default at the reporting date and at the date of initial recognition ● An assessment of relevant historical and forward-looking quantitative and qualitative information. For those balances that are beyond 30 days overdue it is presumed to be an indicator of a significant increase in credit risk. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-months expected credit loss, which comprises the expected lifetime loss from the instrument were a default to occur within 12 months of the reporting date. The Company considers an event of default has materialised and the financial asset is credit impaired when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay the Company without taking into account any collateral held by the Company or if the financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Derecognition of financial assets and financial liabilities The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received. The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or have expired. On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognized in profit and loss. On derecognition of equity investments designated and measured at FVTOCI, the cumulative gain or loss recognized in other comprehensive income is reclassified directly to retained earnings. | |
Goods and services tax | 2.14 Goods and services tax Revenues, expenses and assets are recognized net of the amount of goods and services tax (“GST”), except: ● where the amount of GST incurred is not recoverable from the taxation authority, it is recognized as part of the cost of acquisition of an asset or as part of an item of expense; or ● for receivables and payables which are recognized inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. | 2.15 Goods and services tax Revenues, expenses and assets are recognized net of the amount of goods and services tax (“GST”), except: ● where the amount of GST incurred is not recoverable from the taxation authority, it is recognized as part of the cost of acquisition of an asset or as part of an item of expense; or ● for receivables and payables which are recognized inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. | |
Income tax | 2.15 Income tax Tax Consolidation The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment is the head entity. As a result, the Company is subject to income tax through its membership of this tax consolidated group. Entities within the tax consolidated group have entered into a tax funding agreement and a tax sharing agreement with the head entity. The current and deferred tax amounts for the tax consolidated group are allocated to the members of the tax consolidated group (including the Company) using the ‘separate taxpayer within group’ approach. This method requires tax to be calculated for each member with adjustments for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the group or that have a different tax consequence at the level of the group. Accordingly, the Company recognizes an allocation of income taxes in the financial statements as if it calculated and filed a separate income tax return for Cobar, Acelight and Isokind. Deferred taxes are allocated by reference to the carrying amounts in the financial statements of the Company and the tax values applying under tax consolidation. Current tax liabilities arising from this process are accounted for as being assumed by the head entity, as under Australian taxation law the head entity has the legal obligation for (or right to) these amounts. Such amounts are reflected in amounts receivable from or payable to the head entity via Parent net investment, see movement to “Glencore Investment tax loan” in note 22. Income tax consists of current and deferred income taxes. Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Adjustments are made for transactions and events occurring within the tax consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. Deferred tax Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the balance sheet. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. Adjustments are made for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilized. However, deferred tax assets and liabilities are not recognized if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realized or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company has both the right and the intention to settle its current tax assets and liabilities on a net or simultaneous basis. The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its best estimate of these tax liabilities, including related interest charges, taking into account the range of possible outcomes. Tax payments Tax payments from companies within the Glencore Investment tax consolidated group are made by Glencore Investment in accordance with the tax sharing and tax funding agreements entered into by those entities and settled through intercompany loans via parent net investment (see note 22). Tax payments are disclosed within cash flows from operating activities in the statement of cash flows. | 2.16 Income tax Tax Consolidation The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment is the head entity. As a result, the Company is subject to income tax through its membership of this tax consolidated group. Entities within the tax consolidated group have entered into a tax funding agreement and a tax sharing agreement with the head entity. The current and deferred tax amounts for the tax consolidated group are allocated to the members of the tax consolidated group (including the Company) using the ‘separate taxpayer within group’ approach. This method requires tax to be calculated for each member with adjustments for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the group or that have a different tax consequence at the level of the group. Accordingly, the Company recognizes an allocation of income taxes in the financial statements as if it calculated and filed a separate income tax return for Cobar, Acelight and Isokind. Deferred taxes are allocated by reference to the carrying amounts in the financial statements of the Company and the tax values applying under tax consolidation. Current tax liabilities arising from this process are accounted for as being assumed by the head entity, as under Australian taxation law the head entity has the legal obligation for (or right to) these amounts. Such amounts are reflected in amounts receivable from or payable to the head entity via Parent net investment, see movement to “Glencore Investment tax loan” in note 22. Income tax consists of current and deferred income taxes. Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Adjustments are made for transactions and events occurring within the tax consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. Deferred tax Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the balance sheet. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. Adjustments are made for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilized. However, deferred tax assets and liabilities are not recognized if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realized or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company has both the right and the intention to settle its current tax assets and liabilities on a net or simultaneous basis. The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its best estimate of these tax liabilities, including related interest charges, taking into account the range of possible outcomes. Tax payments Tax payments from companies within the Glencore Investment tax consolidated group are made by Glencore Investment in accordance with the tax sharing and tax funding agreements entered into by those entities and settled through intercompany loans via parent net investment (see note 22). Tax payments are disclosed within cash flows from operating activities in the statement of cash flows. | |
Employee and retirement benefits | 2.16 Employee and retirement benefits A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognized in respect of short-term employee benefits, are measured at their face value without the effect of discounting using the remuneration rate expected to apply at the time of settlement. Liabilities recognized in respect of long term employee benefits are measured as the present value of the estimated future cash outflows to be made by the Company in respect of services provided by employees up to reporting date. | 2.17 Employee and retirement benefits A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognized in respect of short-term employee benefits, are measured at their face value without the effect of discounting using the remuneration rate expected to apply at the time of settlement. Liabilities recognized in respect of long term employee benefits are measured as the present value of the estimated future cash outflows to be made by the Company in respect of services provided by employees up to reporting date. |
Significant accounting polic_18
Significant accounting policies (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Significant accounting policies | ||
Schedule of average and closing AUD/USD foreign currency exchange rates | Average Closing FX rate FX rate 2021 0.7512 0.7272 2022 0.6935 0.6804 | Average Closing FX rate FX rate 2020 0.6884 0.7706 2021 0.7512 0.7272 |
Schedule of estimated useful lives for the current and comparative periods | Buildings 10 Freehold land Not depreciated Plant and equipment 3 Right-of-use assets 2 Mine development UOP | Buildings 10 – 45 years/Straight-line Freehold land Not depreciated Plant and equipment 3 – 30 years/UOP Right-of-use assets 2 – 30 years Mine development UOP |
Schedule of major categories of intangibles are amortized on a straight-line basis | Licences and software 3 | Licences and software 3 – 9 years |
Revenue (Tables)_2
Revenue (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Schedule of revenues | Three months ended March 31 US$ thousand 2023 2022 Sale of commodities – Copper $ 62,657 $ 73,780 Sale of by product – Silver 2,570 2,736 Total $ 65,227 $ 76,516 | US$ thousand 2022 2021 Sale of commodities – Copper 211,152 260,673 Sale of by product – Silver 8,553 12,707 Total 219,705 273,380 | US$thousand 2021 2020 Sale of commodities – Copper 260,673 192,008 Sale of by product – Silver 12,707 10,175 Total 273,380 202,183 |
Depreciation and amortization_5
Depreciation and amortization expense (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation and amortization expense | |||
Schedule of depreciation and amortization expense | Three months ended March 31 US$ thousand Notes 2023 2022 Included in cost of goods sold: Depreciation expenses 12 $ (11,696) $ (11,942) Amortization expenses (25) (8) Total $ (11,721) $ (11,950) | US$ thousand Notes 2022 2021 Included in cost of goods sold: Depreciation expenses 12 (51,328) (52,262) Amortization expenses (201) (59) Total (51,529) (52,321) | US$thousand Notes 2021 2020 Included in cost of goods sold: Depreciation expenses 12 (52,262) (55,433) Amortization expenses (59) — Total (52,321) (55,433) |
Employee benefits expense (Ta_2
Employee benefits expense (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee benefits expense | |||
Schedule of employee benefits expense | Three months ended March 31 US$ thousand 2023 2022 Included in cost of goods sold: Wages and salaries $ (11,716) $ (11,660) Defined contribution plans (1,574) (1,513) Other employee benefits — (3) Total $ (13,290) $ (13,176) | US$ thousand 2022 2021 Included in cost of goods sold: Wages and salaries (44,189) (47,089) Defined contribution plans (4,694) (5,589) Other employee benefits (28) (147) Total (48,911) (52,825) | US$thousand 2021 2020 Included in cost of goods sold: Wages and salaries (47,089) (40,973) Defined contribution plans (5,589) (4,305) Other employee benefits (147) (584) Total (52,825) (45,862) |
Finance income and costs (Tab_2
Finance income and costs (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance income and costs | |||
Schedule of finance income and costs | Three months ended March 31 US$ thousand Notes 2023 2022 Finance income Interest income from banks and other third parties $ 4 $ — Total $ 4 $ — Finance costs Interest expense on debts and borrowings (1) — Interest expense on loans from related parties — (4) Interest expense on lease liabilities (11) (21) Total interest expense (12) (25) Accretion expense on rehabilitation provision 16 (141) (144) Total $ (153) $ (169) Finance costs – net $ (149) $ (169) | US$ thousand Notes 2022 2021 Finance income Interest income from banks and other third parties 6 3 Total 6 3 Finance costs Interest expense on debts and borrowings (12) (3) Interest expense on lease liabilities (67) (62) Total interest expense (79) (65) Accretion expense on rehabilitation provision 16 (851) (465) Total (930) (530) Finance costs – net (924) (527) | US$thousand Notes 2021 2020 Finance income Interest income from banks and other third parties 3 9 Total 3 9 Finance costs Interest expense on debts and borrowings (3) — Interest expense on lease liabilities (62) (316) Total interest expense (65) (316) Accretion expense on rehabilitation provision 16 (465) (477) Total (530) (793) Finance costs – net (527) (784) |
Income taxes (Tables)_2
Income taxes (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | |||
Schedule of income taxes | Three months ended March 31 US$ thousand 2023 2022 Current income tax expense $ (2,621) $ (15,237) Total income tax expense $ (2,621) $ (15,237) Deferred income tax (expense)/benefit $ (1,359) $ 2,264 Total deferred income tax (expense)/benefit $ (1,359) $ 2,264 Total income tax expense reported in the interim condensed statement of profit or loss $ (3,981) $ (12,973) | US$ thousand 2022 2021 Current income tax (expense)/benefit (19,125) 100,858 Adjustments in respect of current income tax (1,899) (1,275) Total income tax (expense)/benefit (21,024) 99,583 Deferred income tax benefit/(expense) 3,622 (1,638) Adjustments in respect of prior year deferred income tax 1,687 2,114 Total deferred income tax benefit 5,309 476 Total income tax (expense)/benefit reported in the statement of profit or loss (15,715) 100,059 | US$thousand 2021 2020 Current income tax benefit/(expense) 100,858 (33,602) Adjustments in respect of current income tax (1,275) (3,018) Total income tax benefit/(expense) 99,583 (36,620) Deferred income tax (expense)/benefit (1,638) 4,318 Adjustments in respect of prior year deferred income tax 2,114 1,261 Total deferred income tax benefit 476 5,579 Total income tax benefit/(expense) reported in the statement of profit or loss 100,059 (31,041) |
Schedule of reconciliation of income tax (expense)/benefit and the accounting profit multiplied by domestic tax rate | US$ thousand 2023 2022 Profit before income taxes $ 9,083 $ 26,512 Income tax expense calculated at the Australian income tax rate of 30% (2022: 30%) (2,725) (7,954) Tax effects of: Movement in uncertain tax position (1,256) (5,019) Income tax expense $ (3,981) $ (12,973) | US$ thousand 2022 2021 Profit before income taxes 10,356 66,436 Income tax expense calculated at the Australian income tax rate of 30% (2021: 30%) (3,107) (19,931) Tax effects of: Movement in uncertain tax positions (12,395) 118,846 Utilization and changes in recognition of tax losses and temporary differences — 305 Adjustments in respect of prior years (213) 839 Income tax (expense)/benefit (15,715) 100,059 | US$thousand 2021 2020 Profit before income taxes 66,436 1,904 Income tax expense calculated at the Australian income tax rate of 30% (2020: 30%) (19,931) (571) Tax effects of: Movement in uncertain tax positions 118,846 (28,712) Utilization and changes in recognition of tax losses and temporary differences 305 — Adjustments in respect of prior years 839 (1,758) Income tax benefit/(expense) 100,059 (31,041) |
Schedule of deferred taxes | Recognized US$ thousand 2022 in profit or loss 2021 Deferred tax liabilities Depreciation and amortization (19,280) 3,092 (22,372) Provisions and payables 10,611 (1,037) 11,648 Receivables and consumables (82) 3,253 (3,335) Total (8,750) 5,309 (14,059) Total deferred tax – net (8,750) 5,309 (14,059) Recognized US$ thousand 2021 in profit or loss 2020 Deferred tax liabilities Depreciation and amortization (22,372) 4,039 (26,411) Provisions and payables 11,648 1,495 10,153 Receivables and consumables (3,335) (5,058) 1,723 Total (14,059) 476 (14,535) Total deferred tax – net (14,059) 476 (14,535) | Recognized US$thousand 2021 in profit or loss 2020 Deferred tax liabilities Depreciation and amortization (22,372) 4,039 (26,411) Provisions and payables 11,648 1,495 10,153 Receivables and consumables (3,335) (5,058) 1,723 Total (14,059) 476 (14,535) Total deferred tax – net (14,059) 476 (14,535) Recognized US$thousand 2020 in profit or loss 2019 Deferred tax liabilities Depreciation and amortization (26,411) 4,460 (30,871) Provisions and payables 10,153 40 10,113 Receivables and consumables 1,723 1,079 644 Total (14,535) 5,579 (20,114) Total deferred tax – net (14,535) 5,579 (20,114) |
Trade and other receivables (_2
Trade and other receivables (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade and other receivables | |||
Schedule of trade and other receivables | US$ thousand Notes March 31, 2023 December 31, 2022 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 21 $ — $ 9,052 Other receivables Financial assets at amortized cost Other receivables 1 1 Non-financial instruments Indirect tax receivable 1,647 3,179 Total other receivables $ 1,648 $ 3,180 | US$ thousand Notes 2022 2021 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 22 9,052 2,551 Other receivables Financial assets at amortized cost Other receivables 1 141 Non-financial instruments Indirect tax receivable 3,179 3,606 Total other receivables 3,180 3,747 | January 1, US$thousand Notes 2021 2020 2020 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 22 2,551 8,861 6,718 Other receivables Financial assets at amortized cost Other receivables 141 167 1,351 Non-financial instruments Indirect tax receivable 3,606 2,481 1,648 Total other receivables 3,747 2,648 2,999 |
Inventories (Tables)_2
Inventories (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventories | |||
Schedule of inventories | US$ thousand March 31, 2023 December 31, 2022 Current Supplies and consumables $ 14,154 $ 12,595 Work in progress 129 670 Finished goods 7,132 9,774 Total current $ 21,415 $ 23,039 Non-current Supplies and consumables $ 334 $ 354 Total non-current $ 334 $ 354 Total $ 21,749 $ 23,393 | US$ thousand 2022 2021 Current Supplies and consumables (1) 12,595 9,593 Work in progress 670 1,013 Finished goods 9,774 14,248 Total current 23,039 24,854 Non-current Supplies and consumables (1) 354 431 Total non-current 354 431 Total 23,393 25,285 | January 1, US$thousand 2021 2020 2020 Current Supplies and consumables (1) 9,593 7,551 5,786 Work in progress 1,013 2,236 3,783 Finished goods 14,248 6,802 5,032 Total current 24,854 16,589 14,601 Junuary 1, US$thousand 2021 2020 2020 Non-current Supplies and consumables (1) 431 565 518 Total non-current 431 565 518 Total 25,285 17,154 15,119 (1) Net reversal of the write down of inventories for obsolete and slow moving stock of $165 thousand for the year (2020: write down of $228 thousand; January 1, 2020: reversal of write down of $30 thousand). |
Property, plant and equipment_6
Property, plant and equipment, net (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment, net | |||
Schedule of property, plant and equipment, net | Freehold land Plant and Right-of-use Mine US$ thousand Notes and buildings equipment assets development Total Net book value At January 1, 2023 $ 1,247 $ 201,133 $ 899 $ 218,947 $ 422,226 Depreciation 6 (65) (7,218) (352) (4,061) (11,696) Additions — 4,141 — 9,239 13,380 At March 31, 2023 $ 1,182 $ 198,056 $ 547 $ 224,125 $ 423,910 | Freehold Right-of- land and Plant and use Mine US$ thousand Notes buildings equipment assets development Total Cost As at January 1, 2022 8,873 477,079 2,135 457,099 945,186 Additions — 56,068 970 20,717 77,755 Disposals — (157) — — (157) Other movements (1) — (10,405) — 8,053 (2,352) As at December 31, 2022 8,873 522,585 3,105 485,869 1,020,432 Accumulated depreciation and impairment: As at January 1, 2022 7,097 289,270 886 249,762 547,015 Depreciation 6 529 32,319 1,320 17,160 51,328 Disposals — (137) — — (137) As at December 31, 2022 7,626 321,452 2,206 266,922 598,206 Net book value as at December 31, 2022 1,247 201,133 899 218,947 422,226 (1) Primarily consists of decreases in rehabilitation costs of $2,352 thousand (plant and equipment). The balance is expenditure for construction in progress carried in plant and equipment and transferred to the respective asset category when brought in to use. Freehold Right-of- land and Plant and use Mine US$ thousand Notes buildings equipment assets development Total Cost As at January 1, 2021 8,986 444,611 177 443,819 897,593 Additions — 24,225 1,958 6,663 32,846 Disposals — (8,202) — — (8,202) Other movements (1) (113) 16,445 — 6,617 22,949 As at December 31, 2021 8,873 477,079 2,135 457,099 945,186 Accumulated depreciation and impairment: As at January 1, 2021 6,394 264,296 65 231,681 502,436 Depreciation 6 703 32,645 821 18,093 52,262 Disposals — (8,202) — — (8,202) Other movements (1) — 531 — (12) 519 As at December 31, 2021 7,097 289,270 886 249,762 547,015 Net book value as at December 31, 2021 1,776 187,809 1,249 207,337 398,171 (1) Primarily consists of increases in rehabilitation costs of $24,056 thousand (plant and equipment) offset by $1,107 thousand of other reclassifications within the various property, plant and equipment headings. The balance is expenditure for construction in progress carried in plant and equipment and transferred to the respective asset category when brought in to use. | Freehold Right-of- land and Plant and use Mine US$thousand Notes buildings equipment assets development Total Cost At January 1, 2021 8,986 444,611 177 443,819 897,593 Additions — 24,225 1,958 6,663 32,846 Disposals — (8,202) — — (8,202) Other movements (1) (113) 16,445 — 6,617 22,949 At December 31, 2021 8,873 477,079 2,135 457,099 945,186 Accumulated depreciation and impairment: At January 1, 2021 6,394 264,296 65 231,681 502,436 Depreciation 6 703 32,645 821 18,093 52,262 Disposals — (8,202) — — (8,202) Other movements (1) — 531 — (12) 519 At December 31, 2021 7,097 289,270 886 249,762 547,015 Net book value at December 31, 2021 1,776 187,809 1,249 207,337 398,171 (1) Primarily consists of increases in rehabilitation costs of $24,056 thousand (plant and equipment) offset by $1,107 thousand of other reclassifications within the various property, plant and equipment headings. Expenditure for construction in progress is carried in plant and equipment and is transferred to the respective category when brought in to use. Freehold Right-of- land and Plant and use Mine US$thousand Notes buildings equipment assets development Total Cost At January 1, 2020 15,836 402,089 13,395 421,939 853,259 Additions — 57,004 176 — 57,180 Disposals (35) (1,256) (9,955) (180) (11,426) Other movements (1) (6,815) (13,226) (3,439) 22,060 (1,420) At December 31, 2020 8,986 444,611 177 443,819 897,593 Accumulated depreciation and impairment: At January 1, 2020 11,121 229,019 6,079 209,345 455,564 Depreciation 6 392 30,191 2,335 22,515 55,433 Disposals (35) (1,127) (7,220) (179) (8,561) Other movements (1) (5,084) 6,213 (1,129) — — At December 31, 2020 6,394 264,296 65 231,681 502,436 Net book value at December 31, 2020 2,592 180,315 112 212,138 395,157 (1) Primarily consists of increases in rehabilitation costs of $423 thousand (plant and equipment) and reclassifications within the various property, plant and equipment headings. |
Trade and other payables (Tab_2
Trade and other payables (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade and other payables | |||
Schedule of trade and other payables | US$ thousand Notes March 31, 2023 December 31, 2022 Financial liabilities at amortized cost Trade payables due to third parties $ 10,734 $ 21,139 Trade payables due to related parties 21 1,720 799 Other payables Financial liabilities at amortized cost Mining royalty payable 1,871 1,757 Accrued expenses 4,612 4,803 Total other payables $ 6,483 $ 6,560 | US$ thousand Notes 2022 2021 Financial liabilities at amortized cost Trade payables due to third parties 21,139 9,482 Trade payables due to related parties 22 799 652 Other payables Financial liabilities at amortized cost Mining royalty payable 1,757 2,617 Accrued expenses 4,803 5,838 Total other payables 6,560 8,455 | January 1, US$thousand Notes 2021 2020 2020 Financial liabilities at amortized cost Trade payables due to third parties 9,482 8,656 5,688 Trade payables due to related parties 22 652 — 481 Other payables Financial liabilities at amortized cost Mining royalty payable 2,617 2,119 — Accrued expenses 5,838 11,144 19,454 Total other payables 8,455 13,263 19,454 |
Leases (Tables)_2
Leases (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Schedule of lease liabilities | US$ thousand March 31, 2023 December 31, 2022 Current Lease liabilities $ 568 $ 848 Total current $ 568 $ 848 Non-current Lease liabilities 67 128 Total non-current 67 128 Total $ 635 $ 976 | US$ thousand 2022 2021 Current Lease liabilities 848 1,047 Total current 848 1,047 Non-current Lease liabilities 128 226 Total non-current 128 226 Total 976 1,273 | January 1, US$thousand 2021 2020 2020 Current Lease liabilities 1,047 105 3,054 Total current 1,047 105 3,054 Non-current Lease liabilities 226 27 1,832 Total non-current 226 27 1,832 Total 1,273 132 4,886 |
Schedule of reconciliation of cash flow to movement in lease liabilities | Three months ended March 31 US$ thousand 2023 2022 Cash related movements in leases liabilities (1) Payment of lease liabilities $ (346) $ (316) (346) (316) Non-cash related movements in lease liabilities Foreign exchange movements (7) 90 Change in lease liabilities (2) 12 496 5 586 (Decrease)/increase in lease liabilities for the period (341) 270 Total lease liabilities – opening $ 976 $ 1,273 Total lease liabilities – closing $ 635 $ 1,543 (1) See unaudited interim condensed statement of cash flows. (2) 2022 relates to new leases. | US$ thousand 2022 2021 Cash related movements in leases liabilities (1) Payment of lease liabilities (1,275) (781) Non-cash related movements in lease liabilities Foreign exchange movements (57) (98) Change in lease liabilities (2) 1,035 2,020 978 1,922 (Decrease)/increase in lease liabilities for the year (297) 1,141 Total lease liabilities – opening 1,273 132 Total lease liabilities – closing 976 1,273 (1) See statement of cash flows. (2) In 2022 and 2021 this relates to new leases. | US$thousand 2021 2020 Cash related movements in leases liabilities (1) Payment of lease liabilities (781) (2,718) Non-cash related movements in lease liabilities Foreign exchange movements (98) 344 Change in lease liabilities (2) 2,020 (2,380) 1,922 (2,036) Increase/(decrease) in lease liabilities for the year 1,141 (4,754) Total lease liabilities – opening 132 4,886 Total lease liabilities – closing 1,273 132 (1) See statement of cash flows. (2) In 2021 this relates to new leases (2020: lease buy out). |
Schedule of amounts recognized in the statement of profit or loss and other comprehensive income | Three months ended March 31 US$ thousand 2023 2022 Depreciation on right-of-use assets $ (352) $ (309) Interest expense on lease liabilities (11) (21) Expense relating to variable lease payments not included in the measurement of the lease liability (1) (169) — Expense relating to short-term leases (350) (1,536) Expense relating to low-value leases (1) — Total $ (883) $ (1,866) (1) Relates to variable lease payments on fleet hire based on available hours. | US$ thousand 2022 2021 Depreciation on right-of-use assets (1,320) (821) Interest expense on lease liabilities (67) (62) Expense relating to short-term leases (132) (2,257) Expense relating to low-value leases (5) (5) Total (1,524) (3,145) | US$thousand 2021 2020 Depreciation on right-of-use assets (821) (2,335) Interest expense on lease liabilities (62) (316) Expense relating to short-term leases (2,257) (953) Expense relating to low-value leases (5) — Total (3,145) (3,604) |
Provisions (Tables)_2
Provisions (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Provisions | |||
Schedule of changes in provisions | Employee Rehabilitation US$ thousand entitlements costs Other Total January 1, 2023 $ 14,277 $ 43,868 $ 53 $ 58,198 Utilised (1,775) — — (1,775) Accretion — 141 — 141 Effect of foreign currency exchange movements (166) 73 (1) (94) Net book value March 31, 2023 $ 12,336 $ 44,082 $ 52 $ 56,470 Current $ 11,548 $ 270 $ 52 $ 11,870 Non-current 788 43,812 — 44,600 Net book value March 31, 2023 $ 12,336 $ 44,082 $ 52 $ 56,470 | Employee Rehabilitation US$ thousand entitlements costs Other Total January 1, 2022 16,117 44,023 481 60,621 Utilized (941) (166) — (1,107) Released (55) — (430) (485) Accretion — 851 — 851 Additions — — 22 22 Effect of foreign currency exchange movements (844) (840) (20) (1,704) Net book value December 31, 2022 14,277 43,868 53 58,198 Current 13,467 270 53 13,790 Non-current 810 43,598 — 44,408 Net book value December 31, 2022 14,277 43,868 53 58,198 January 1, 2021 15,220 19,637 564 35,421 Utilized (1,497) (135) (162) (1,794) Accretion — 465 — 465 Additions 2,006 24,056 99 26,161 Effect of foreign currency exchange movements 388 — (20) 368 Net book value December 31, 2021 16,117 44,023 481 60,621 Current 15,190 54 481 15,725 Non-current 927 43,969 — 44,896 Net book value December 31, 2021 16,117 44,023 481 60,621 | Employee Rehabilitation US$thousand entitlements costs Other Total January 1, 2021 15,220 19,637 564 35,421 Utilized (1,497) (135) (162) (1,794) Accretion — 465 — 465 Additions 2,006 24,056 99 26,161 Effect of foreign currency exchange movements 388 — (20) 368 Net book value December 31, 2021 16,117 44,023 481 60,621 Current 15,190 54 481 15,725 Non-current 927 43,969 — 44,896 Net book value December 31, 2021 16,117 44,023 481 60,621 January 1, 2020 13,907 19,142 — 33,049 Utilized (613) (405) (223) (1,241) Accretion — 477 — 477 Additions 612 423 787 1,822 Effect of foreign currency exchange movements 1,314 — — 1,314 Net book value December 31, 2020 15,220 19,637 564 35,421 Current 14,252 98 564 14,914 Non-current 968 19,539 — 20,507 Net book value December 31, 2020 15,220 19,637 564 35,421 |
Financial and capital risk ma_2
Financial and capital risk management (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial and capital risk management | ||
Summary of carrying amounts of Company's foreign currency denominated monetary assets and monetary liabilities at reporting date | 2022 US$ thousand Notes U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 1,286 — 1,316 Trade receivables from related parties 10 9,052 — — 9,052 Other receivables 10 — 3,180 — 3,180 Trade payables 14 (1,853) (19,286) — (21,139) Trade payables to related parties 14 (545) (254) — (799) Other payables 14 (1,047) (5,513) — (6,560) Lease liabilities 15 — (976) — (976) Net debt 5,637 (21,563) — (15,926) 2021 US$ thousand U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 49 — 79 Trade receivables from related parties 10 2,551 — — 2,551 Other receivables 10 — 3,747 — 3,747 Trade payables 14 (100) (9,295) (87) (9,482) Trade payables to related parties 14 (652) — — (652) Other payables 14 (248) (8,207) — (8,455) Lease liabilities 15 — (1,273) — (1,273) Net debt 1,581 (14,979) (87) (13,485) | 2021 US$ thousand Notes U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 49 — 79 Trade receivables from related parties 10 2,551 — — 2,551 Other receivables 10 — 3,747 — 3,747 Trade payables 14 (100) (9,295) (87) (9,482) Trade payables to related parties 14 (652) — — (652) Other payables 14 (248) (8,207) — (8,455) Lease liabilities 15 — (1,273) — (1,273) Net debt 1,581 (14,979) (87) (13,485) 2020 US$ thousand U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 80 — 110 Trade receivables from related parties 10 8,861 — — 8,861 Other receivables 10 — 2,648 — 2,648 Trade payables 14 — (8,656) — (8,656) Other payables 14 — (13,263) — (13,263) Lease liabilities 15 — (132) — (132) Net debt 8,891 (19,323) — (10,432) January 1, 2020 US$ thousand U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 234 — 264 Trade receivables from related parties 10 6,718 — — 6,718 Other receivables 10 — 2,999 — 2,999 Trade payables 14 (512) (5,176) — (5,688) Trade payables to related parties 14 (481) — — (481) Other payables 14 (1,751) (17,703) — (19,454) Lease liabilities 15 — (4,886) — (4,886) Net debt 4,004 (24,532) — (20,528) |
Summary of Company's sensitivity to 10% increase and decrease in U.S. dollar against relevant foreign currencies | 2022 US$ thousand Profit or loss Other equity Australian dollar 2,156 2,156 Total 2,156 2,156 2021 US$ thousand Profit or loss Other equity Australian dollar 1,498 1,498 Other 9 9 Total 1,507 1,507 | 2021 Profit or Other US$ thousand loss equity Australian dollar 1,498 1,498 Other 9 9 Total 1,507 1,507 2020 Profit or Other US$ thousand loss equity Australian dollar 1,932 1,932 Total 1,932 1,932 January 1, 2020 Profit or Other US$ thousand loss equity Australian dollar 2,453 2,453 Total 2,453 2,453 |
Summary of maturity profile of Company's financial liabilities based on contractual terms, and associated current financial assets | 2022 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 3 28 31 Lease liabilities – undiscounted 2 129 876 1,007 Trade and other payables 14 — — 28,498 28,498 Total 2 132 29,402 29,536 Current financial assets 10,369 10,369 2021 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 2 37 39 Lease liabilities – undiscounted — 228 1,084 1,312 Trade and other payables 14 — — 18,589 18,589 Total — 230 19,710 19,940 Current financial assets 2,771 2,771 | 2021 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 2 37 39 Lease liabilities – undiscounted — 228 1,084 1,312 Trade and other payables 14 — — 18,589 18,589 Total — 230 19,710 19,940 Current financial assets 2,771 2,771 2020 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 2 5 7 Lease liabilities – undiscounted — 29 110 139 Trade and other payables 14 — — 21,919 21,919 Total — 31 22,034 22,065 Current financial assets 9,138 9,138 January 1, 2020 After Due Due US$ thousand Notes 2 years 1-2 years 0-1 year Total Expected future interest payments — 348 523 871 Lease liabilities – undiscounted — 2,180 3,577 5,757 Trade and other payables 14 — — 25,623 25,623 Total — 2,528 29,723 32,251 Current financial assets 8,333 8,333 |
Financial instruments (Tables_2
Financial instruments (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial instruments | |||
Summary of financial assets and liabilities presented by class in tables at their carrying values, which generally approximate the fair values | 2023 US$ thousand Notes Amortized cost FVTPL (1) Total Assets Other receivables 10 $ 1 $ — $ 1 Total financial assets $ 1 $ — $ 1 Liabilities Trade payables 14 $ 10,734 $ — $ 10,734 Trade payables to related parties 14 1,720 — 1,720 Other payables 14 6,483 — 6,483 Lease liabilities 15 635 — 635 Total financial liabilities $ 19,572 $ — $ 19,572 (1) FVTPL — Fair value through profit or loss. 2022 US$thousand Notes Amortized cost FVTPL (1) Total Assets Trade receivables from related parties 10 $ — $ 9,052 $ 9,052 Other receivables 10 1 - 1 Total financial assets $ 1 $ 9,052 $ 9,503 Liabilities Trade payables 14 $ 21,139 $ — $ 21,139 Trade payables to related parties 14 799 — 799 Other payables 14 6,560 — 6,560 Lease liabilities 15 976 — 976 Total financial liabilities $ 29,474 $ — $ 29,474 (1) FVTPL - Fair value through profit or loss. | Amortized US$ thousand Notes cost FVTPL (1) Total Assets Trade receivables from related parties 10 — 9,052 9,052 Other receivables 10 1 — 1 Total financial assets 1 9,052 9,053 Liabilities Trade payables 14 21,139 — 21,139 Trade payables to related parties 14 799 — 799 Other payables 14 6,560 — 6,560 Lease liabilities 15 976 — 976 Total financial liabilities 29,474 — 29,474 (1) FVTPL — Fair value through profit or loss. 2021 Amortized US$ thousand Notes cost FVTPL (1) Total Assets Trade receivables from related parties 10 — 2,551 2,551 Other receivables 10 141 — 141 Total financial assets 141 2,551 2,692 Liabilities Trade payables 14 9,482 — 9,482 Trade payables to related parties 14 652 — 652 Other payables 14 8,455 — 8,455 Lease liabilities 15 1,273 — 1,273 Total financial liabilities 19,862 — 19,862 (1) FVTPL — Fair value through profit or loss . | 2021 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 79 — 79 Trade receivables from related parties 10 — 2,551 2,551 Other receivables 10 141 — 141 Total financial assets 220 2,551 2,771 Liabilities Trade payables 14 9,482 — 9,482 Trade payables to related parties 14 652 — 652 Other payables 14 8,455 — 8,455 Lease liabilities 15 1,273 — 1,273 Total financial liabilities 19,862 — 19,862 (1) FVTPL — Fair value through profit or loss. 2020 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 110 — 110 Trade receivables from related parties 10 — 8,861 8,861 Other receivables 10 167 — 167 Total financial assets 277 8,861 9,138 Liabilities Trade payables 14 8,656 — 8,656 Other payables 14 13,263 — 13,263 Lease liabilities 15 132 — 132 Total financial liabilities 22,051 — 22,051 (1) FVTPL — Fair value through profit or loss. January 1, 2020 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 264 — 264 Trade receivables from related parties 10 — 6,718 6,718 Other receivables 10 1,351 — 1,351 Total financial assets 1,615 6,718 8,333 Liabilities Trade payables 14 5,688 — 5,688 Trade payables to related parties 14 481 481 Other payables 14 19,454 19,454 Lease liabilities 15 4,886 — 4,886 Total financial liabilities 30,509 — 30,509 (1) FVTPL — Fair value through profit or loss. |
Fair value measurements (Tabl_2
Fair value measurements (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair value measurements | |||
Summary of fair values of assets measured at fair value on a recurring basis | 2023 US$thousand Notes Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents $ 406 $ — $ — $ 406 Total $ 406 $ — $ — $ 406 2022 US$thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents $ 1,316 $ — $ — $ 1,316 Trade receivables 10 — 9,052 — 9,052 Total $ 1,316 $ 9,052 $ — $ 10,368 | US$ thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 1,316 — — 1,316 Trade receivables — 9,052 — 9,052 Total 1,316 9,052 — 10,368 2021 US$ thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 79 — — 79 Trade receivables — 2,551 — 2,551 Total 79 2,551 — 2,630 | 2021 US$thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 79 — — 79 Trade receivables — 2,551 — 2,551 Total 79 2,551 — 2,630 2020 US$thousand Level 1 Level 2 Level 3 Total Cash and cash equivalents 110 — — 110 Trade receivables — 8,861 — 8,861 Total 110 8,861 — 8,971 January 1, 2020 US$thousand Level 1 Level 2 Level 3 Total Cash and cash equivalents 264 — — 264 Trade receivables — 6,718 — 6,718 Total 264 6,718 — 6,982 |
Relationship with Parent and _6
Relationship with Parent and related entities (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Relationship with Parent and related entities | |||
Summary of components of Parent net investment include movements to net transactions with the Parent | Three months ended March 31 US$thousand 2023 2022 Parent net investment At January 1 $ 162,467 $ 135,797 Glencore Investment tax loan 1,370 10,220 Glencore Australia Holdings working capital (10,397) (21,269) Uncertain tax position 1,256 5,019 Net transactions with Parent (7,771) (6,030) At March 31 $ 154,696 $ 129,767 | US$ thousand 2022 2021 Parent net investment As at January 1 135,797 309,998 Glencore Investment tax loan 8,629 19,461 Glencore Australia Holdings working capital 5,646 (74,816) Uncertain tax position 12,395 (118,846) Net transactions with Parent 26,670 (174,201) As at December 31 162,467 135,797 | US$thousand 2021 2020 Parent net investment At January 1 309,998 266,976 Glencore Investment tax loan 19,461 7,908 Glencore Australia Holdings working capital (74,816) 6,402 Uncertain tax position (118,846) 28,712 Net transactions with Parent (174,201) 43,022 At December 31 135,797 309,998 |
Summary of related party transactions and balances | Purchases of Trade receivables Trade payables Sales of goods goods and due from related due to related US$ thousand and services services parties parties Glencore International AG 2023 $ 65,227 $ — $ — $ 994 2022 76,516 — 9,052 — Glencore Australia Oil Pty Limited 2023 — (1,299) — 460 2022 — (1,202) — 545 Glencore Australia Holdings Pty Limited 2023 — (299) — — 2022 — (246) — — Other related parties 2023 — (369) — 266 2022 — (331) — 254 | Purchases of Trade receivables Trade payables Sales of goods goods and due from due to related US$ thousand and services services related parties parties Glencore International AG 2022 219,705 — 9,052 — 2021 273,380 — 2,551 — Glencore Australia Oil Pty Limited 2022 — (5,385) — (545) 2021 — (4,349) — (421) Glencore Australia Holdings Pty Limited 2022 — (1,306) — — 2021 — (1,443) — — Other related parties 2022 — (1,501) — (254) 2021 — (1,326) — (231) | Sales of Purchases of Trade receivables Trade payables goods and goods and due from due to related US$thousand services services related parties parties Glencore International AG 2021 273,380 — 2,551 — 2020 202,183 — 8,861 — January 1, 2020 6,718 — Glencore Australia Oil Pty Limited 2021 — (4,349) — (421) 2020 — (5,969) — — January 1, 2020 — — Glencore Australia Holdings Pty Limited 2021 — (1,443) — — 2020 — (2,768) — — January 1, 2020 — — Other related parties 2021 — (1,326) — (231) 2020 — (1,017) — — January 1, 2020 — (481) |
Share capital (Tables)_2
Share capital (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share capital | |||
Summary of issued shares | Issued shares March 31, 2023 December 31, 2022 Ordinary shares fully paid - Cobar Management Pty. Limited 1 1 1 1 | Issued shares 2022 2021 Ordinary shares fully paid 1 1 1 1 | January 1, Issued shares 2021 2020 2020 Ordinary shares fully paid 1 1 1 1 1 1 |
Summary of ordinary shares issued and fully paid | Share capital Number of shares US$thousand Balance at January 1, 2023 1 $ — Balance at March 31, 2023 1 $ — | Number of Share capital shares US$ thousand Balance as at January 1, 2021 and December 31, 2021 1 — Balance as at December 31, 2022 1 — | Number of Share capital shares US$thousand Balance at January 1, 2020 and December 31, 2020 1 — Balance at December 31, 2021 1 — |
Earnings per share (Tables)_2
Earnings per share (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings per share | |||
Summary of earnings per share | Three months ended March 31 US$thousand 2023 2022 Profit for the purpose of basic earnings per share being net profit attributable to owners of the Company $ 5,102 $ 13,539 Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 Profit for the purpose of diluted earnings per share $ 5,102 $ 13,539 Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic earnings per share $ 5,102 $ 13,539 Diluted earnings per share $ 5,102 $ 13,539 | US$ thousand 2022 2021 (Loss)/profit for the purpose of basic earnings per share being net profit attributable to (5,359) 166,495 Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 (Loss)/profit for the purpose of diluted earnings per share (5,359) 166,495 Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic (loss)/earnings per share (5,359) 166,495 Diluted (loss)/earnings per share (5,359) 166,495 | US$thousand 2021 2020 Profit/(loss) for the purpose of basic earnings per share being net profit attributable to owners of the Company 166,495 (29,137) Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 Profit/(loss) for the purpose of diluted earnings per share 166,495 (29,137) Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic earnings/(loss) per share 166,495 (29,137) Diluted earnings/(loss) per share 166,495 (29,137) |
Corporate information (Detail_2
Corporate information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | 35 Months Ended | ||||
Nov. 22, 2022 USD ($) $ / lb | Mar. 17, 2022 USD ($) | Nov. 28, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 28, 2021 | |
Corporate information | |||||||
Ownership interest in subsidiary (as a percent%) | 100% | 100% | 100% | ||||
Ownership interest to be transferred (as a percent%) | 1.50% | ||||||
Copper averages greater than $4.25/lb for 18 continuous months over life of mine | |||||||
Corporate information | |||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.25 | ||||||
Period of consecutive months | 18 months | ||||||
Copper averages greater than $4.50/lb for 24 continuous months over life of mine | |||||||
Corporate information | |||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.50 | ||||||
Period of consecutive months | 24 months | ||||||
MAC | |||||||
Corporate information | |||||||
Equity consideration | $ 100 | $ 50 | |||||
Percentage of Copper Only Net Smelter Return Life of Mine Royalty | 1.50% | ||||||
Increase in cash consideration depending on PIPE demand | 775 | ||||||
Deferred consideration | 75 | ||||||
MAC | Maximum | |||||||
Corporate information | |||||||
Increase in cash consideration depending on PIPE demand | 875 | ||||||
Glencore Plc | Acelight, Isokind, and Cobar | |||||||
Corporate information | |||||||
Ownership interest in subsidiary (as a percent%) | 100% | 100% | |||||
CSA mine | MAC | |||||||
Corporate information | |||||||
Ownership interest in subsidiary (as a percent%) | 100% | ||||||
Cash Consideration | $ 1,050 | ||||||
CSA mine | Glencore Operations Australia | MAC | |||||||
Corporate information | |||||||
Ownership interest to be transferred (as a percent%) | 100% | ||||||
Cash Consideration | 775 | $ 1,050 | |||||
Equity consideration | $ 100 | $ 50 | |||||
Percentage of Copper Only Net Smelter Return Life of Mine Royalty | 1.50% | 1.50% | |||||
Deferred consideration | $ 75 | ||||||
CSA mine | Glencore Operations Australia | MAC | Copper averages greater than $4.25/lb for 18 continuous months over life of mine | |||||||
Corporate information | |||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.25 | ||||||
Period of consecutive months | 18 months | ||||||
CSA mine | Glencore Operations Australia | MAC | Copper averages greater than $4.50/lb for 24 continuous months over life of mine | |||||||
Corporate information | |||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.50 | ||||||
Period of consecutive months | 24 months | ||||||
CSA mine | Glencore Operations Australia | MAC | Maximum | |||||||
Corporate information | |||||||
Increase in cash consideration depending on PIPE demand | $ 875 | ||||||
Acelight | |||||||
Corporate information | |||||||
Ownership interest in joint venture (as a percent%) | 100% | ||||||
Acelight | CSA mine | |||||||
Corporate information | |||||||
Ownership interest in joint venture (as a percent%) | 40% | 40% | |||||
Isokind | CSA mine | |||||||
Corporate information | |||||||
Ownership interest in joint venture (as a percent%) | 60% | 60% |
Significant accounting polic_19
Significant accounting policies (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 | Dec. 31, 2021 $ / $ | Dec. 31, 2020 USD ($) $ / $ | Dec. 31, 2021 $ / $ | |
Significant accounting policies | ||||||||
Net current liability position | $ 5,417 | $ 3,127 | ||||||
Profit (loss) for the year | 5,102 | $ 13,539 | (5,359) | $ 166,495 | $ (29,137) | |||
Net cash generated by operating activities | $ 30,628 | $ 31,448 | $ 54,547 | $ 87,819 | $ 43,971 | |||
Ownership interest in subsidiary (as a percent%) | 100% | 100% | 100% | |||||
Average FX rate | 0.6935 | 0.7512 | 0.7512 | 0.6884 | ||||
Closing FX rate | 0.6804 | 0.7272 | 0.7272 | 0.7272 | 0.7706 | 0.7272 |
Significant accounting polic_20
Significant accounting policies - Property, plant and equipment (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Buildings | Minimum | ||
Disclosure of detailed information about property, plant and equipment | ||
Estimated useful lives of property, plant and equipment | 10 years | 10 years |
Buildings | Maximum | ||
Disclosure of detailed information about property, plant and equipment | ||
Estimated useful lives of property, plant and equipment | 45 years | 45 years |
Plant and equipment | Minimum | ||
Disclosure of detailed information about property, plant and equipment | ||
Estimated useful lives of property, plant and equipment | 3 years | 3 years |
Plant and equipment | Maximum | ||
Disclosure of detailed information about property, plant and equipment | ||
Estimated useful lives of property, plant and equipment | 30 years | 30 years |
Right-of-use assets | Minimum | ||
Disclosure of detailed information about property, plant and equipment | ||
Estimated useful lives of property, plant and equipment | 2 years | 2 years |
Right-of-use assets | Maximum | ||
Disclosure of detailed information about property, plant and equipment | ||
Estimated useful lives of property, plant and equipment | 30 years | 30 years |
Significant accounting polic_21
Significant accounting policies - Intangible assets (Details) - Licences and software | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum | ||
Disclosure of detailed information about intangible assets | ||
Estimated useful lives of intangible assets | 3 years | 3 years |
Maximum | ||
Disclosure of detailed information about intangible assets | ||
Estimated useful lives of intangible assets | 9 years | 9 years |
Segment information (Details)_2
Segment information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 segment location | Dec. 31, 2022 segment location | Dec. 31, 2021 location segment | |
Segment information | |||
Number of business segments | segment | 1 | 1 | 1 |
Number of Geographical Locations | location | 1 | 1 | 1 |
Revenue (Details)_2
Revenue (Details) £ in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / lb | Dec. 31, 2021 USD ($) $ / lb | Dec. 31, 2020 USD ($) | Mar. 31, 2023 GBP (£) $ / lb | Mar. 31, 2022 GBP (£) $ / lb | |
Revenue | |||||||
Sale of commodities - Copper | $ 62,657 | $ 73,780 | $ 211,152 | $ 260,673 | $ 192,008 | ||
Sale of by product - Silver | 2,570 | 2,736 | 8,553 | 12,707 | 10,175 | ||
Total | 65,227 | 76,516 | 219,705 | 273,380 | 202,183 | ||
Impact on revenue recognized due to the changes in pricing of copper for the sales provisionally priced | $ 1,098 | $ 2,155 | 760 | 2,441 | $ (2,364) | ||
Provisionally priced copper sales | $ 29,548 | $ 37,012 | £ 15,458 | £ 25,282 | |||
Average price per pound of provisionally priced copper sales | $ / lb | 2.75 | 4.34 | 2.97 | 3.33 |
Depreciation and amortization_6
Depreciation and amortization expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Included in cost of goods sold: | |||||
Depreciation expenses | $ 11,696 | $ 11,942 | $ 51,328 | $ 52,262 | $ 55,433 |
Amortization expenses | (25) | (8) | (201) | (59) | |
Total | $ (11,721) | $ (11,950) | $ (51,529) | $ (52,321) | $ (55,433) |
Employee benefits expense (De_2
Employee benefits expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Included in cost of goods sold: | |||||
Wages and salaries | $ 11,716 | $ 11,660 | $ 44,189 | $ 47,089 | $ 40,973 |
Defined contribution plans | 1,574 | 1,513 | 4,694 | 5,589 | 4,305 |
Other employee benefits | 3 | 28 | 147 | 584 | |
Total | $ 13,290 | $ 13,176 | $ 48,911 | $ 52,825 | $ 45,862 |
Finance income and costs (Det_2
Finance income and costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance income | |||||
Interest income from banks and other third parties | $ 4 | $ 6 | $ 3 | $ 9 | |
Total finance income | 4 | 6 | 3 | 9 | |
Finance costs | |||||
Interest expense on debts and borrowings | 1 | 12 | 3 | ||
Interest expense on lease liabilities | (11) | $ (21) | (67) | (62) | (316) |
Total interest expense | (12) | (25) | (79) | (65) | (316) |
Accretion expense on rehabilitation provision | (141) | (144) | (851) | (465) | (477) |
Total finance costs | (153) | (169) | (930) | (530) | (793) |
Finance costs - net | $ (149) | $ (169) | $ (924) | $ (527) | $ (784) |
Income taxes (Details)_2
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | |||||
Current income tax benefit/(expense) | $ (2,621) | $ (15,237) | $ (19,125) | $ 100,858 | $ (33,602) |
Adjustments in respect of current income tax | (1,899) | (1,275) | (3,018) | ||
Total income tax expense | (2,621) | (15,237) | (21,024) | 99,583 | (36,620) |
Deferred income tax (expense)/benefit | (1,359) | 2,264 | 3,622 | (1,638) | 4,318 |
Adjustments in respect of prior year deferred income tax | 1,687 | 2,114 | 1,261 | ||
Total deferred income tax (expense)/benefit | (1,359) | 2,264 | 476 | 5,579 | |
Total income tax (expense)/benefit reported in the statement of profit or loss | $ 3,981 | $ 12,973 | $ 15,715 | $ (100,059) | $ 31,041 |
Income taxes - Reconciliation_2
Income taxes - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | |||||
Profit before income taxes | $ 9,083 | $ 26,512 | $ 10,356 | $ 66,436 | $ 1,904 |
Income tax expense calculated at the Australian income tax rate of 30% (2021: 30%) | (2,725) | (7,954) | (3,107) | (19,931) | (571) |
Tax effects of: | |||||
Movement in uncertain tax positions | (1,256) | (5,019) | (12,395) | 118,846 | (28,712) |
Utilization and changes in recognition of tax losses and temporary differences | 305 | ||||
Adjustments in respect of prior years | (213) | 839 | (1,758) | ||
Income tax expense/benefit | $ 3,981 | $ 12,973 | $ 15,715 | $ (100,059) | $ 31,041 |
Australian income tax rate | 30% | 30% | 30% | 30% | 30% |
Income taxes - Deferred Taxes_2
Income taxes - Deferred Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2023 | Jan. 01, 2020 | Dec. 31, 2019 | |
Temporary difference, unused tax losses and unused tax credits | ||||||
Deferred tax liabilities | $ (8,750) | $ (14,059) | $ (14,535) | $ (10,108) | $ (20,114) | $ (20,114) |
Total deferred tax - net | (8,750) | (14,059) | (14,535) | (20,114) | ||
Deferred taxes - Recognized in profit or loss | 5,309 | 476 | 5,579 | |||
Total deferred tax - net - Recognized in profit or loss | 5,309 | 476 | 5,579 | |||
Depreciation and amortization | ||||||
Temporary difference, unused tax losses and unused tax credits | ||||||
Deferred tax liabilities | (19,280) | (22,372) | (26,411) | (30,871) | ||
Deferred taxes - Recognized in profit or loss | 3,092 | 4,039 | 4,460 | |||
Provisions and payables | ||||||
Temporary difference, unused tax losses and unused tax credits | ||||||
Deferred tax liabilities | (10,611) | (11,648) | (10,153) | (10,113) | ||
Deferred taxes - Recognized in profit or loss | (1,037) | 1,495 | 40 | |||
Receivables and consumables | ||||||
Temporary difference, unused tax losses and unused tax credits | ||||||
Deferred tax liabilities | (82) | (3,335) | (1,723) | $ (644) | ||
Deferred taxes - Recognized in profit or loss | $ 3,253 | $ (5,058) | $ 1,079 |
Income taxes - Additional inf_2
Income taxes - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Income taxes | ||||||
Uncertain tax liabilities | $ 49,011 | $ 47,755 | $ 47,755 | $ 35,360 | $ 154,206 | $ 125,494 |
Increase (decrease) in tax liabilities | $ 1,256 | $ 5,019 | $ 12,395 | $ (118,846) | $ 28,712 |
Trade and other receivables (_3
Trade and other receivables (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Financial assets at fair value through profit or loss | ||||||
Trade receivables from related parties containing provisional pricing features | $ 9,052 | $ 2,551 | $ 8,861 | $ 6,718 | ||
Financial assets at amortized cost | ||||||
Other receivables | $ 1 | 1 | 141 | 167 | 1,351 | |
Non-financial instruments | ||||||
Indirect tax receivable | 1,647 | 3,179 | 3,606 | 2,481 | 1,648 | |
Total other receivables | $ 1,648 | $ 3,180 | $ 3,747 | $ 2,648 | $ 2,999 | |
Average credit period of credit sales | 0 days | 16 days | 16 days | 3 days | 9 days |
Inventories (Details)_2
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Current | |||||
Supplies and consumables | $ 14,154 | $ 12,595 | $ 9,593 | $ 7,551 | $ 5,786 |
Work in progress | 129 | 670 | 1,013 | 2,236 | 3,783 |
Finished goods | 7,132 | 9,774 | 14,248 | 6,802 | 5,032 |
Total current | 21,415 | 23,039 | 24,854 | 16,589 | 14,601 |
Non-current | |||||
Supplies and consumables | 334 | 354 | 431 | 565 | 518 |
Total non-current | 334 | 354 | 431 | 565 | 518 |
Total | $ 21,749 | $ 23,393 | $ 25,285 | $ 17,154 | $ 15,119 |
Inventories - Additional info_2
Inventories - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jan. 01, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventories | ||||||
Net reversal of the write down of inventories for obsolete and slow moving stock | $ 30 | $ 1,580 | $ 165 | $ 228 | ||
Cost of inventories recognized as an expense within cost of goods sold | $ 10,041 | $ 6,569 | 28,204 | 34,897 | $ 33,356 | |
Inventory write off recognised as an expense | $ 715 | $ 0 |
Property, plant and equipment_7
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | $ 422,226 | $ 398,171 | $ 398,171 | $ 395,157 | ||
Additions | 13,380 | |||||
Depreciation | 11,696 | 11,942 | 51,328 | 52,262 | $ 55,433 | |
Ending balance | 423,910 | 422,226 | 398,171 | 395,157 | ||
Property, plant and equipment, net | 423,910 | 422,226 | 398,171 | 395,157 | $ 397,695 | |
Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 1,020,432 | 945,186 | 945,186 | 897,593 | 853,259 | |
Additions | 77,755 | 32,846 | 57,180 | |||
Disposals | (157) | (8,202) | (11,426) | |||
Other movements | (2,352) | 22,949 | (1,420) | |||
Ending balance | 1,020,432 | 945,186 | 897,593 | |||
Property, plant and equipment, net | 1,020,432 | 945,186 | 897,593 | |||
Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | (598,206) | (547,015) | (547,015) | (502,436) | (455,564) | |
Disposals | 137 | 8,202 | 8,561 | |||
Depreciation | (51,328) | 52,262 | 55,433 | |||
Other movements | 519 | |||||
Ending balance | (598,206) | (547,015) | (502,436) | |||
Property, plant and equipment, net | (598,206) | (547,015) | (502,436) | |||
Freehold land and buildings | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 1,247 | 1,776 | 1,776 | 2,592 | ||
Additions | 0 | |||||
Depreciation | 65 | |||||
Ending balance | 1,182 | 1,247 | 1,776 | 2,592 | ||
Property, plant and equipment, net | 1,182 | 1,247 | 1,776 | 2,592 | ||
Freehold land and buildings | Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 8,873 | 8,873 | 8,873 | 8,986 | 15,836 | |
Disposals | (35) | |||||
Other movements | (113) | (6,815) | ||||
Ending balance | 8,873 | 8,873 | 8,986 | |||
Property, plant and equipment, net | 8,873 | 8,873 | 8,986 | |||
Freehold land and buildings | Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | (7,626) | (7,097) | (7,097) | (6,394) | (11,121) | |
Disposals | 35 | |||||
Depreciation | (529) | 703 | 392 | |||
Other movements | (5,084) | |||||
Ending balance | (7,626) | (7,097) | (6,394) | |||
Property, plant and equipment, net | (7,626) | (7,097) | (6,394) | |||
Plant and equipment | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 201,133 | 187,809 | 187,809 | 180,315 | ||
Additions | 4,141 | |||||
Depreciation | 7,218 | |||||
Ending balance | 198,056 | 201,133 | 187,809 | 180,315 | ||
Property, plant and equipment, net | 198,056 | 201,133 | 187,809 | 180,315 | ||
Plant and equipment | Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 522,585 | 477,079 | 477,079 | 444,611 | 402,089 | |
Additions | 56,068 | 24,225 | 57,004 | |||
Disposals | (157) | (8,202) | (1,256) | |||
Other movements | (10,405) | 16,445 | (13,226) | |||
Ending balance | 522,585 | 477,079 | 444,611 | |||
Property, plant and equipment, net | 522,585 | 477,079 | 444,611 | |||
Plant and equipment | Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | (321,452) | (289,270) | (289,270) | (264,296) | (229,019) | |
Disposals | 137 | 8,202 | 1,127 | |||
Depreciation | (32,319) | 32,645 | 30,191 | |||
Other movements | 531 | 6,213 | ||||
Ending balance | (321,452) | (289,270) | (264,296) | |||
Property, plant and equipment, net | (321,452) | (289,270) | (264,296) | |||
Right-of-use assets | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 899 | 1,249 | 1,249 | 112 | ||
Additions | 0 | |||||
Depreciation | 352 | |||||
Ending balance | 547 | 899 | 1,249 | 112 | ||
Property, plant and equipment, net | 547 | 899 | 1,249 | 112 | ||
Right-of-use assets | Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 3,105 | 2,135 | 2,135 | 177 | 13,395 | |
Additions | 970 | 1,958 | 176 | |||
Disposals | (9,955) | |||||
Other movements | (3,439) | |||||
Ending balance | 3,105 | 2,135 | 177 | |||
Property, plant and equipment, net | 3,105 | 2,135 | 177 | |||
Right-of-use assets | Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | (2,206) | (886) | (886) | (65) | (6,079) | |
Disposals | 7,220 | |||||
Depreciation | (1,320) | 821 | 2,335 | |||
Other movements | (1,129) | |||||
Ending balance | (2,206) | (886) | (65) | |||
Property, plant and equipment, net | (2,206) | (886) | (65) | |||
Mine development | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 218,947 | 207,337 | 207,337 | 212,138 | ||
Additions | 9,239 | |||||
Depreciation | 4,061 | |||||
Ending balance | 224,125 | 218,947 | 207,337 | 212,138 | ||
Property, plant and equipment, net | 224,125 | 218,947 | 207,337 | 212,138 | ||
Mine development | Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 485,869 | 457,099 | 457,099 | 443,819 | 421,939 | |
Additions | 20,717 | 6,663 | ||||
Disposals | (180) | |||||
Other movements | 8,053 | 6,617 | 22,060 | |||
Ending balance | 485,869 | 457,099 | 443,819 | |||
Property, plant and equipment, net | 485,869 | 457,099 | 443,819 | |||
Mine development | Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | $ (266,922) | $ (249,762) | (249,762) | (231,681) | (209,345) | |
Disposals | 179 | |||||
Depreciation | (17,160) | 18,093 | 22,515 | |||
Other movements | (12) | |||||
Ending balance | (266,922) | (249,762) | (231,681) | |||
Property, plant and equipment, net | $ (266,922) | $ (249,762) | $ (231,681) |
Property, plant and equipment_8
Property, plant and equipment, net - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Jan. 01, 2020 | |
Property, plant and equipment, net | ||||||
Increase (decrease) in rehabilitation costs | $ 2,352 | $ 24,056 | $ 423 | |||
Expenditure for construction in progress | 86,191 | 56,571 | 21,819 | $ 87,805 | $ 86,191 | $ 21,630 |
Estimated CWIP included in cost of goods sold | 0 | 23,238 | 11,705 | |||
Commitment to short term lease payments | $ 1,200 | 270 | $ 863 | |||
Other reclassifications | $ 1,107 |
Intangible assets, net (Detai_2
Intangible assets, net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Disclosure of detailed information about intangible assets | ||||||
Intangible assets, net | $ 721 | $ 747 | $ 947 | $ 100 | ||
Licences and software | ||||||
Disclosure of detailed information about intangible assets | ||||||
Intangible assets, net | $ 721 | $ 747 | $ 747 | $ 947 | $ 100 | $ 0 |
Trade and other payables (Det_2
Trade and other payables (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Trade and other payables | |||||
Trade payables | $ 10,734 | $ 21,139 | $ 9,482 | $ 8,656 | $ 5,688 |
Trade payables to related parties | 1,720 | 799 | 652 | 481 | |
Financial liabilities at amortized cost | |||||
Mining royalty payable | 1,871 | 1,757 | 2,617 | 2,119 | |
Accrued expenses | 4,612 | 4,803 | 5,838 | 11,144 | 19,454 |
Total other payables | $ 6,483 | $ 6,560 | $ 8,455 | $ 13,263 | $ 19,454 |
Average payment period | 17 days | 23 days | 25 days |
Leases - Lease Liabilities (D_2
Leases - Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Current | |||||||
Lease liabilities | $ 568 | $ 848 | $ 1,047 | $ 105 | $ 3,054 | ||
Total current | 568 | 848 | 1,047 | 105 | 3,054 | ||
Non-current | |||||||
Lease liabilities | 67 | 128 | 226 | 27 | 1,832 | ||
Total non-current | 67 | 128 | 226 | 27 | 1,832 | ||
Total | $ 635 | $ 976 | $ 1,543 | $ 1,273 | $ 132 | $ 4,886 | $ 4,886 |
Leases - Reconciliation (Deta_2
Leases - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash related movements in leases liabilities | |||||
Payment of lease liabilities | $ (346) | $ (316) | $ (1,275) | $ (781) | $ (2,718) |
Non-cash related movements in lease liabilities | |||||
Foreign exchange movements | 7 | (90) | (57) | (98) | 344 |
Change in lease liabilities | 12 | 496 | 1,035 | 2,020 | (2,380) |
Non-cash related movements in lease liabilities | 5 | 586 | 978 | 1,922 | (2,036) |
(Decrease)/increase in lease liabilities for the year | (341) | 270 | (297) | 1,141 | (4,754) |
Total lease liabilities - opening | 976 | 1,273 | 1,273 | 132 | 4,886 |
Total lease liabilities - closing | $ 635 | $ 1,543 | $ 976 | $ 1,273 | $ 132 |
Leases - Right-of-use assets _2
Leases - Right-of-use assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Disclosure of quantitative information about right-of-use assets [line items] | ||||||
Depreciation on right-of-use assets | $ 352 | $ 309 | $ 1,320 | $ 821 | $ 2,335 | |
Buildings | ||||||
Disclosure of quantitative information about right-of-use assets [line items] | ||||||
Net book value | 411 | 515 | 133 | 112 | $ 63 | |
Depreciation on right-of-use assets | 104 | 61 | 90 | 128 | ||
Plant and equipment | ||||||
Disclosure of quantitative information about right-of-use assets [line items] | ||||||
Net book value | 136 | 384 | 1,116 | 0 | $ 7,253 | |
Depreciation on right-of-use assets | $ 248 | $ 248 | $ 731 | $ 2,207 |
Leases - profit or loss and o_2
Leases - profit or loss and other comprehensive income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||||
Depreciation on right-of-use assets | $ (352) | $ (309) | $ (1,320) | $ (821) | $ (2,335) |
Interest expense on lease liabilities | (11) | (21) | (67) | (62) | (316) |
Expense relating to short-term leases | (132) | (2,257) | |||
Expense relating to low-value leases | (1) | (5) | (5) | ||
Total | $ (883) | $ (1,866) | $ (1,524) | $ (3,145) | $ (3,604) |
Provisions (Details)_2
Provisions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Provisions | |||||
Opening balance | $ 58,198 | $ 60,621 | $ 35,421 | $ 33,049 | |
Utilized | 1,775 | 1,107 | 1,794 | 1,241 | |
Released | (485) | ||||
Accretion | 141 | 851 | 465 | 477 | |
Additions | 22 | 26,161 | 1,822 | ||
Effect of foreign currency exchange movements | (94) | (1,704) | 368 | 1,314 | |
Closing balance | 56,470 | 58,198 | 60,621 | 35,421 | |
Provisions | 11,870 | 13,790 | 15,725 | 14,914 | $ 9,550 |
Non-current | 44,600 | 44,408 | 44,896 | 20,507 | $ 23,499 |
Employee Entitlements | |||||
Provisions | |||||
Opening balance | 14,277 | 16,117 | 15,220 | 13,907 | |
Utilized | 1,775 | 941 | 1,497 | 613 | |
Released | (55) | ||||
Additions | 2,006 | 612 | |||
Effect of foreign currency exchange movements | (166) | (844) | 388 | 1,314 | |
Closing balance | 12,336 | 14,277 | 16,117 | 15,220 | |
Provisions | 11,548 | 13,467 | 15,190 | 14,252 | |
Non-current | 788 | 810 | 927 | 968 | |
Rehabilitation costs | |||||
Provisions | |||||
Opening balance | 43,868 | 44,023 | 19,637 | 19,142 | |
Utilized | 166 | 135 | 405 | ||
Accretion | 141 | 851 | 465 | 477 | |
Additions | 24,056 | 423 | |||
Effect of foreign currency exchange movements | 73 | (840) | |||
Closing balance | 44,082 | 43,868 | 44,023 | 19,637 | |
Provisions | 270 | 270 | 54 | 98 | |
Non-current | 43,812 | 43,598 | 43,969 | 19,539 | |
Other | |||||
Provisions | |||||
Opening balance | 53 | 481 | 564 | ||
Utilized | 162 | 223 | |||
Released | (430) | ||||
Additions | 22 | 99 | 787 | ||
Effect of foreign currency exchange movements | (1) | (20) | (20) | ||
Closing balance | 52 | 53 | 481 | 564 | |
Provisions | $ 52 | $ 53 | $ 481 | $ 564 |
Provisions - Additional informa
Provisions - Additional information (Details) - Rehabilitation costs - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Provisions | |||
Period for reviewing closing plans | 3 years | 3 years | |
Rehabilitation undertaken period | 3 years | 3 years | |
Period for property holding costs post closure period | 10 years | 10 years | |
Discount rate applied in calculating provisions | 2% | 2% | 2.30% |
Decrease in discount rate applied in calculating provisions | 0.50% | 0.50% | |
Increase in provisions due to decrease in discount rate | $ 2,266 | $ 2,438 | |
Increase in depreciation | 189 | 203 | |
Decrease in interest expense | 158 | 165 | |
Net impact | $ 31 | 38 | |
Net impact over the settlement date | 0 | ||
Increase in provisions from change in cost estimates | $ 23,388 |
Financial and capital risk ma_3
Financial and capital risk management - Additional Information (Details) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2022 USD ($) customer | Dec. 31, 2021 USD ($) customer | Dec. 31, 2020 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Jan. 01, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Financial and capital risk management | |||||||
Cash and cash equivalents | $ 1,316 | $ 79 | $ 110 | $ 406 | $ 824 | $ 264 | $ 264 |
Commodity price risk | |||||||
Financial and capital risk management | |||||||
Percentage of increase (decrease) in price risk | 10% | 10% | |||||
Amount of increase (decrease) in profit after tax due to increase in commodity prices | $ 8,278 | $ 268 | 1,148 | ||||
Foreign currency risk | |||||||
Financial and capital risk management | |||||||
Cash and cash equivalents | $ 1,316 | $ 79 | 110 | 264 | |||
Credit risk | |||||||
Financial and capital risk management | |||||||
Number of customer | customer | 1 | 1 | |||||
Percentage of trade receivable | 100% | 100% | |||||
Percentage of total sales | 100% | 100% | |||||
Liquidity risk | |||||||
Financial and capital risk management | |||||||
Cash and cash equivalents | $ 1,316 | $ 79 | $ 110 | $ 264 |
Financial and capital risk ma_4
Financial and capital risk management - Carrying amounts of Company's foreign currency denominated monetary assets and monetary liabilities at reporting date (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Financial instruments | |||||||
Cash and cash equivalents | $ 406 | $ 1,316 | $ 824 | $ 79 | $ 110 | $ 264 | $ 264 |
Trade receivables from related parties containing provisional pricing features | 9,052 | 2,551 | 8,861 | 6,718 | |||
Other receivables | 1,648 | 3,180 | 3,747 | 2,648 | 2,999 | ||
Trade payables | (10,734) | (21,139) | (9,482) | (8,656) | (5,688) | ||
Trade payables due to related parties | (1,720) | (799) | (652) | (481) | |||
Other payables | (6,483) | (6,560) | (8,455) | (13,263) | (19,454) | ||
Lease liabilities | $ (568) | (848) | (1,047) | (105) | (3,054) | ||
Foreign currency risk | |||||||
Financial instruments | |||||||
Cash and cash equivalents | 1,316 | 79 | 110 | 264 | |||
Trade receivables from related parties containing provisional pricing features | 9,052 | 2,551 | 8,861 | 6,718 | |||
Other receivables | 3,180 | 3,747 | 2,648 | 2,999 | |||
Trade payables | (21,139) | (9,482) | (8,656) | (5,688) | |||
Trade payables due to related parties | (799) | (652) | (481) | ||||
Other payables | (6,560) | (8,455) | (13,263) | (19,454) | |||
Lease liabilities | (976) | (1,273) | (132) | (4,886) | |||
Net debt | (15,926) | (13,485) | (10,432) | (20,528) | |||
Foreign currency risk | U.S. dollar | |||||||
Financial instruments | |||||||
Cash and cash equivalents | 30 | 30 | 30 | 30 | |||
Trade receivables from related parties containing provisional pricing features | 9,052 | 2,551 | 8,861 | 6,718 | |||
Trade payables | (1,853) | (100) | (512) | ||||
Trade payables due to related parties | (545) | (652) | (481) | ||||
Other payables | (1,047) | (248) | (1,751) | ||||
Net debt | 5,637 | 1,581 | 8,891 | 4,004 | |||
Foreign currency risk | Australian dollar | |||||||
Financial instruments | |||||||
Cash and cash equivalents | 1,286 | 49 | 80 | 234 | |||
Other receivables | 3,180 | 3,747 | 2,648 | 2,999 | |||
Trade payables | (19,286) | (9,295) | (8,656) | (5,176) | |||
Trade payables due to related parties | (254) | ||||||
Other payables | (5,513) | (8,207) | (13,263) | (17,703) | |||
Lease liabilities | (976) | (1,273) | (132) | (4,886) | |||
Net debt | $ (21,563) | (14,979) | $ (19,323) | $ (24,532) | |||
Foreign currency risk | Other | |||||||
Financial instruments | |||||||
Trade payables | (87) | ||||||
Net debt | $ (87) |
Financial and capital risk ma_5
Financial and capital risk management - Company's sensitivity to 10 percentage increase and decrease in U.S. dollar against relevant foreign currencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 01, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Financial instruments | ||||
Increase in profit or loss | $ 2,453 | $ 2,156 | $ 1,507 | $ 1,932 |
Increase in other equity | 2,453 | 2,156 | 1,507 | 1,932 |
Australian dollar | ||||
Financial instruments | ||||
Increase in profit or loss | 2,453 | 2,156 | 1,498 | 1,932 |
Increase in other equity | $ 2,453 | $ 2,156 | 1,498 | $ 1,932 |
Other | ||||
Financial instruments | ||||
Increase in profit or loss | 9 | |||
Increase in other equity | $ 9 |
Financial and capital risk ma_6
Financial and capital risk management - Maturity Profile of Company's financial liabilities based on contractual terms, and associated current financial assets (Details) - Liquidity risk - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Maturity profile of Company's financial liabilities based on contractual terms, and associated current financial assets | ||||
Expected future interest payments | $ 31 | $ 39 | $ 7 | $ 871 |
Lease liabilities - undiscounted | 1,007 | 1,312 | 139 | 5,757 |
Trade and other payables | 28,498 | 18,589 | 21,919 | 25,623 |
Total | 29,536 | 19,940 | 22,065 | 32,251 |
Current financial assets | 10,369 | 2,771 | 9,138 | 8,333 |
After 2 years | ||||
Maturity profile of Company's financial liabilities based on contractual terms, and associated current financial assets | ||||
Lease liabilities - undiscounted | 2 | |||
Total | 2 | |||
Due 1 - 2 years | ||||
Maturity profile of Company's financial liabilities based on contractual terms, and associated current financial assets | ||||
Expected future interest payments | 3 | 2 | 2 | 348 |
Lease liabilities - undiscounted | 129 | 228 | 29 | 2,180 |
Total | 132 | 230 | 31 | 2,528 |
Due 0 - 1 years | ||||
Maturity profile of Company's financial liabilities based on contractual terms, and associated current financial assets | ||||
Expected future interest payments | 28 | 37 | 5 | 523 |
Lease liabilities - undiscounted | 876 | 1,084 | 110 | 3,577 |
Trade and other payables | 28,498 | 18,589 | 21,919 | 25,623 |
Total | 29,402 | 19,710 | 22,034 | 29,723 |
Current financial assets | $ 10,369 | $ 2,771 | $ 9,138 | $ 8,333 |
Financial instruments (Detail_2
Financial instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Financial instruments | |||||
Total financial assets | $ 1 | $ 9,053 | $ 2,692 | $ 9,138 | $ 8,333 |
Total financial liabilities | 19,572 | 29,474 | 19,862 | 22,051 | 30,509 |
Trade payables | |||||
Financial instruments | |||||
Total financial liabilities | 10,734 | 21,139 | 9,482 | 8,656 | 5,688 |
Trade payables to related parties | |||||
Financial instruments | |||||
Total financial liabilities | 1,720 | 799 | 652 | ||
Other payables | |||||
Financial instruments | |||||
Total financial liabilities | 6,483 | 6,560 | 8,455 | 13,263 | |
Lease liabilities | |||||
Financial instruments | |||||
Total financial liabilities | 635 | 976 | 1,273 | 132 | 4,886 |
Amortized cost | |||||
Financial instruments | |||||
Total financial liabilities | 19,572 | 29,474 | 19,862 | 22,051 | 30,509 |
Amortized cost | Trade payables | |||||
Financial instruments | |||||
Total financial liabilities | 10,734 | 21,139 | 9,482 | 8,656 | 5,688 |
Amortized cost | Trade payables to related parties | |||||
Financial instruments | |||||
Total financial liabilities | 1,720 | 799 | 652 | 481 | |
Amortized cost | Other payables | |||||
Financial instruments | |||||
Total financial liabilities | 6,483 | 6,560 | 8,455 | 13,263 | 19,454 |
Amortized cost | Lease liabilities | |||||
Financial instruments | |||||
Total financial liabilities | 635 | 976 | 1,273 | 132 | 4,886 |
FVTPL | Trade payables to related parties | |||||
Financial instruments | |||||
Total financial liabilities | 481 | ||||
FVTPL | Other payables | |||||
Financial instruments | |||||
Total financial liabilities | 19,454 | ||||
Trade receivables from related parties | |||||
Financial instruments | |||||
Total financial assets | 9,052 | 2,551 | 8,861 | 6,718 | |
Other receivables | |||||
Financial instruments | |||||
Total financial assets | 1 | 1 | 141 | 167 | 1,351 |
Amortized cost | |||||
Financial instruments | |||||
Total financial assets | 1 | 1 | 141 | 277 | 1,615 |
Amortized cost | Other receivables | |||||
Financial instruments | |||||
Total financial assets | $ 1 | 1 | 141 | 167 | 1,351 |
FVTPL | |||||
Financial instruments | |||||
Total financial assets | 9,052 | 2,551 | 8,861 | 6,718 | |
FVTPL | Trade receivables from related parties | |||||
Financial instruments | |||||
Total financial assets | $ 9,052 | $ 2,551 | $ 8,861 | $ 6,718 |
Fair value measurements (Deta_2
Fair value measurements (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Fair value measurements | |||||
Financial assets | $ 406 | $ 10,368 | $ 2,630 | $ 8,971 | $ 6,982 |
Trade receivables | |||||
Fair value measurements | |||||
Financial assets | 9,052 | 2,551 | 8,861 | 6,718 | |
Cash and cash equivalents | |||||
Fair value measurements | |||||
Financial assets | 406 | 1,316 | 79 | 110 | 264 |
Level 1 | |||||
Fair value measurements | |||||
Financial assets | 406 | 1,316 | 79 | 110 | 264 |
Level 1 | Cash and cash equivalents | |||||
Fair value measurements | |||||
Financial assets | $ 406 | 1,316 | 79 | 110 | 264 |
Level 2 | |||||
Fair value measurements | |||||
Financial assets | 9,052 | 2,551 | 8,861 | 6,718 | |
Level 2 | Trade receivables | |||||
Fair value measurements | |||||
Financial assets | $ 9,052 | $ 2,551 | $ 8,861 | $ 6,718 |
Fair value measurements -Additi
Fair value measurements -Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | |
Fair value measurements | ||
Amount transferred from level 1 to level 2 | $ 0 | $ 0 |
Amount transferred from level 2 to level 1 | 0 | 0 |
Amount transferred into of Level 3 | 0 | 0 |
Amount transferred out of Level 3 | $ 0 | $ 0 |
Commitments (Details)_2
Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments | ||||
Amount contractually committed for the acquisition of plant and equipment | $ 15,204 | $ 15,791 | $ 44,315 | $ 2,448 |
Percentage contractually committed for the acquisition of plant and equipment | 99% | 99% | 17% | 60% |
Contingent liabilities (Detai_2
Contingent liabilities (Details) $ in Thousands, $ in Thousands | Mar. 31, 2023 USD ($) | Mar. 31, 2023 AUD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 AUD ($) | Dec. 31, 2021 AUD ($) | Dec. 31, 2020 AUD ($) |
Contingent liabilities | ||||||
Bank payment guarantees for rehabilitation | $ 24,730 | $ 36,891 | $ 25,101 | $ 36,891 | $ 36,903 | $ 36,913 |
Relationship with Parent and _7
Relationship with Parent and related entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Parent net investment | |||||
As at beginning | $ 162,467 | $ 135,797 | $ 135,797 | $ 309,998 | $ 266,976 |
Glencore Investment tax loan | 1,370 | 10,220 | 8,629 | 19,461 | 7,908 |
Glencore Australia Holdings working capital | (10,397) | (21,269) | 5,646 | (74,816) | 6,402 |
Uncertain tax position | 1,256 | 5,019 | 12,395 | (118,846) | 28,712 |
Net transactions with Parent | (7,771) | (6,030) | 26,670 | (174,201) | 43,022 |
As at end | $ 154,696 | $ 129,767 | $ 162,467 | $ 135,797 | $ 309,998 |
Relationship with Parent and _8
Relationship with Parent and related entities - Trade payables due to related parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Relationship with Parent and related entities | ||||||
Sales of goods and services | $ 65,227 | $ 76,516 | $ 219,705 | $ 273,380 | $ 202,183 | |
Trade receivables from related parties containing provisional pricing features | 9,052 | 2,551 | 8,861 | $ 6,718 | ||
Trade payables due to related parties | (1,720) | (799) | (652) | (481) | ||
Glencore International AG | ||||||
Relationship with Parent and related entities | ||||||
Sales of goods and services | 65,227 | 76,516 | 273,380 | 202,183 | ||
Trade receivables from related parties containing provisional pricing features | 9,052 | 2,551 | 8,861 | 6,718 | ||
Trade payables due to related parties | (994) | |||||
Glencore Australia Oil Pty Limited | ||||||
Relationship with Parent and related entities | ||||||
Purchases of goods and services | (1,299) | (1,202) | (4,349) | (5,969) | ||
Trade payables due to related parties | (460) | (545) | (421) | |||
Glencore Australia Holdings Pty Limited | ||||||
Relationship with Parent and related entities | ||||||
Purchases of goods and services | (299) | (246) | (1,443) | (2,768) | ||
Other related parties | ||||||
Relationship with Parent and related entities | ||||||
Purchases of goods and services | (369) | (331) | (1,326) | $ (1,017) | ||
Trade payables due to related parties | $ (266) | $ (254) | $ (231) | $ (481) |
Share capital (Details)_2
Share capital (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Dec. 31, 2020 shares | Jan. 01, 2020 shares | |
Share capital | |||||
Ordinary shares fully paid | 1 | 1 | 1 | 1 | 1 |
Ordinary shares | 1 | 1 | 1 | 1 | 1 |
Ordinary shares par value | $ / shares | $ 0 | $ 0 | $ 0 | ||
Ordinary shares, vote per share | 1 | 1 | 1 |
Share capital - Ordinary shar_2
Share capital - Ordinary shares issued and fully paid (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Number of shares | ||||||
Balance as at beginning | 1 | 1 | 1 | 1 | ||
Balance as at end | 1 | 1 | 1 | 1 | 1 | |
Share capital | ||||||
As at beginning | $ 366,971 | $ 353,169 | $ 345,660 | $ 353,366 | $ 339,481 | $ 339,481 |
As at end | $ 364,302 | $ 366,971 | $ 353,169 | $ 345,660 | $ 353,366 | $ 339,481 |
Deed of cross guarantee (Deta_2
Deed of cross guarantee (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deed of cross guarantee | ||||
Amounts recognized in respect of Deed | $ 0 | $ 0 | $ 0 | $ 0 |
Earnings per share (Details)_2
Earnings per share (Details) - USD ($) $ / shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share | |||||
(Loss)/profit for the purpose of basic earnings per share being net profit attributable to owners of the company | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Weighted average number of ordinary shares for the purposes of basic earnings per share | 1 | 1 | 1 | 1 | 1 |
(Loss)/profit for the purpose of diluted earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Weighted average number of ordinary shares for the purposes of diluted earnings per share | 1 | 1 | 1 | 1 | 1 |
Basic earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Diluted earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Statement of profit or loss a_2
Statement of profit or loss and other comprehensive income - USD ($) $ / shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit or loss [abstract] | |||||
Revenue from related party | $ 65,227 | $ 76,516 | $ 219,705 | $ 273,380 | $ 202,183 |
Cost of goods sold | (51,749) | (44,558) | (189,496) | (190,150) | (181,093) |
Gross profit | 13,478 | 31,958 | 30,209 | 83,230 | 21,090 |
Distribution and selling expenses | (3,275) | (4,778) | (17,246) | (15,195) | (12,846) |
Administrative expenses | (299) | (246) | (1,230) | (1,473) | (3,909) |
Operating profit | 9,904 | 26,934 | 11,733 | 66,562 | 4,335 |
Net foreign exchange gains/(losses) | (672) | (253) | (453) | 401 | (1,647) |
Finance income | 4 | 6 | 3 | 9 | |
Finance costs | (153) | (169) | (930) | (530) | (793) |
Profit before income taxes | 9,083 | 26,512 | 10,356 | 66,436 | 1,904 |
Income tax (expense)/benefit | (3,981) | (12,973) | (15,715) | 100,059 | (31,041) |
Profit for the period | 5,102 | 13,539 | (5,359) | 166,495 | (29,137) |
Other comprehensive income | 0 | 0 | |||
Total comprehensive income | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Earnings per share | |||||
Weighted average number of ordinary shares, Basic | 1 | 1 | 1 | 1 | 1 |
Weighted average number of ordinary shares, Diluted | 1 | 1 | 1 | 1 | 1 |
Basic, Earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Diluted, Earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Statement of financial positi_2
Statement of financial position - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Current assets | |||||||
Cash and cash equivalents | $ 406 | $ 1,316 | $ 824 | $ 79 | $ 110 | $ 264 | $ 264 |
Trade receivables from related parties containing provisional pricing features | 9,052 | 2,551 | 8,861 | 6,718 | |||
Other receivables | 1,648 | 3,180 | 3,747 | 2,648 | 2,999 | ||
Inventories | 21,415 | 23,039 | 24,854 | 16,589 | 14,601 | ||
Prepaid expenses | 1,962 | 3,422 | 9,373 | 1,205 | |||
Current assets | 25,431 | 40,009 | 40,604 | 29,413 | 24,582 | ||
Non-current assets | |||||||
Property, plant and equipment, net | 423,910 | 422,226 | 398,171 | 395,157 | 397,695 | ||
Intangible assets, net | 721 | 747 | 947 | 100 | |||
Inventories | 334 | 354 | 431 | 565 | 518 | ||
Other assets | 57 | 49 | 138 | 358 | |||
Non-current assets | 425,021 | 423,384 | 399,598 | 395,960 | 398,571 | ||
Total assets | 450,452 | 463,393 | 440,202 | 425,373 | 423,153 | ||
Current liabilities | |||||||
Trade payables | 10,734 | 21,139 | 9,482 | 8,656 | 5,688 | ||
Trade payables to related parties | 1,720 | 799 | 652 | 481 | |||
Other payables | 6,483 | 6,560 | 8,455 | 13,263 | 19,454 | ||
Lease liabilities | 568 | 848 | 1,047 | 105 | 3,054 | ||
Provisions | 11,870 | 13,790 | 15,725 | 14,914 | 9,550 | ||
Current liabilities | 31,375 | 43,136 | 35,361 | 36,938 | 38,227 | ||
Non-current liabilities | |||||||
Lease liabilities | 67 | 128 | 226 | 27 | 1,832 | ||
Provisions | 44,600 | 44,408 | 44,896 | 20,507 | 23,499 | ||
Deferred tax liabilities | 10,108 | 8,750 | 14,059 | 14,535 | 20,114 | 20,114 | |
Non-current liabilities | 54,775 | 53,286 | 59,181 | 35,069 | 45,445 | ||
Total liabilities | 86,150 | 96,422 | 94,542 | 72,007 | 83,672 | ||
Net assets | 364,302 | 366,971 | 345,660 | 353,366 | 339,481 | ||
Equity | |||||||
Share capital | 0 | 0 | 0 | 0 | |||
Retained earnings | 209,606 | 204,504 | 209,863 | 43,368 | 72,505 | ||
Parent net investment | 154,696 | 162,467 | 129,767 | 135,797 | 309,998 | 266,976 | 266,976 |
Total equity | $ 364,302 | $ 366,971 | $ 353,169 | $ 345,660 | $ 353,366 | $ 339,481 | $ 339,481 |
Statement of changes in equit_2
Statement of changes in equity - USD ($) $ in Thousands | Share capital | Retained earnings | Parent net investment | Total |
As at beginning at Dec. 31, 2019 | $ 72,505 | $ 266,976 | $ 339,481 | |
As at beginning (in shares) at Dec. 31, 2019 | 1 | |||
Profit (loss) for the year | (29,137) | (29,137) | ||
Net changes in parent company net investment | 43,022 | 43,022 | ||
As at end at Dec. 31, 2020 | 43,368 | 309,998 | 353,366 | |
As at end (in shares) at Dec. 31, 2020 | 1 | |||
Profit (loss) for the year | 166,495 | 166,495 | ||
Net changes in parent company net investment | (174,201) | (174,201) | ||
As at end at Dec. 31, 2021 | 209,863 | 135,797 | 345,660 | |
As at end (in shares) at Dec. 31, 2021 | 1 | |||
Profit (loss) for the year | 13,539 | 13,539 | ||
Net changes in parent company net investment | (6,030) | (6,030) | ||
As at end at Mar. 31, 2022 | 223,402 | 129,767 | 353,169 | |
As at end (in shares) at Mar. 31, 2022 | 1 | |||
As at beginning at Dec. 31, 2021 | 209,863 | 135,797 | 345,660 | |
As at beginning (in shares) at Dec. 31, 2021 | 1 | |||
Profit (loss) for the year | (5,359) | (5,359) | ||
Net changes in parent company net investment | 26,670 | 26,670 | ||
As at end at Dec. 31, 2022 | 204,504 | 162,467 | 366,971 | |
As at end (in shares) at Dec. 31, 2022 | 1 | |||
Profit (loss) for the year | 5,102 | 5,102 | ||
Net changes in parent company net investment | (7,771) | (7,771) | ||
As at end at Mar. 31, 2023 | $ 209,606 | $ 154,696 | $ 364,302 | |
As at end (in shares) at Mar. 31, 2023 | 1 |
Statement of cash flows_2
Statement of cash flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Operating activities | ||||
Profit before income taxes | $ 66,436 | $ 1,904 | ||
Adjustments for: | ||||
Depreciation and amortization | 52,321 | 55,433 | ||
Net foreign exchange (gains)/losses | (401) | 1,647 | ||
Finance income | (3) | (9) | ||
Finance costs | 530 | 793 | ||
Movement in provisions | 1,746 | 1,473 | ||
Other non-cash | 1,507 | (64) | ||
Total adjustments | 122,136 | 61,177 | ||
(Increase)/decrease in trade receivables from related parties | 6,310 | 351 | ||
Decrease/(increase) in other receivables | (961) | (1,922) | ||
Decrease/(increase) in prepaid expenses | (8,217) | (1,204) | ||
Increase in inventories | (8,131) | (2,035) | ||
Increase/(decrease) in trade payables to related parties | 652 | (481) | ||
Decrease in trade payables | 826 | 2,968 | ||
Decrease in other payables | (4,808) | (6,191) | ||
Cash generated by operations | 107,807 | 52,663 | ||
Income taxes paid by related party | [2] | (19,461) | [1] | (7,908) |
Interest received | 3 | 9 | ||
Interest paid | (530) | (793) | ||
Net cash generated by operating activities | 87,819 | 43,971 | ||
Investing activities | ||||
Purchase of property, plant, and equipment and intangibles | (32,068) | (55,763) | ||
Net cash used in investing activities | (32,068) | (55,763) | ||
Financing activities | ||||
Payment of lease liabilities | (781) | (2,718) | ||
Transfers from/(to) Parent | (55,158) | 14,310 | ||
Net cash used in financing activities | (55,939) | 11,592 | ||
(Decrease)/increase in cash and cash equivalents | (188) | (200) | ||
Cash and cash equivalents at the beginning of the period | 110 | 264 | ||
Net foreign exchange difference | 157 | 46 | ||
Cash and cash equivalents at the end of the period | $ 79 | $ 110 | ||
[1] The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a related party of the Company, is the head entity. Tax payments from companies within the Glencore Investment tax consolidated group are made by Glencore Investment in accordance with the tax sharing and tax funding agreements entered into by those entities and settled through intercompany loans via parent net investment (see notes 2.15 and 22). The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a related party of the Company, is the head entity. Tax payments from companies within the Glencore Investment tax consolidated group are made by Glencore Investment in accordance with the tax sharing and tax funding agreements entered into by those entities and settled through intercompany loans via parent net investment (see notes 2.16 and 22). |
Corporate information_2_3
Corporate information | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Corporate information | |||
Corporate information | 1. Corporate information Cobar Management Pty. Limited (“Cobar” or the “Company”) is a proprietary company incorporated in Australia. Its parent entity is Glencore Operations Australia Pty Limited (“Glencore Operations Australia”). Its ultimate parent entity is Glencore plc (the “Parent”). The unaudited interim condensed financial statements of the Company for the period ended March 31, 2023 were authorized for issue in accordance with a resolution of the Directors on May 19, 2023. Cobar is primarily engaged in the operation of Cornish, Scottish and Australian underground copper mine (“CSA mine”) in Australia. The CSA mine was transferred to the Company on November 29, 2021 as part of the Reorganization (as described below). Prior to November 29, 2021, the Company was the manager and operator of the CSA mine. From January 1, 2019 to November 28, 2021 Acelight Pty Limited (“Acelight”) and Isokind Pty Limited (“Isokind”) owned the assets in the CSA mine in a 40/60 split respectively, pursuant to an unincorporated joint arrangement. Whilst Acelight, Isokind, and Cobar each have a different immediate parent, all of them are indirectly 100% owned and controlled by their ultimate parent entity, Glencore plc, for all periods presented in the financial statements. On November 29, 2021, all assets, tenements and residual interests held by Acelight and Isokind for the operation of the CSA mine were transferred to Cobar (the “Reorganization”). The consideration was settled by related party loans. As this was a transaction between entities under common control, the book value basis of accounting, organized the book values of the Parent, was used to record the assets and liabilities contributed to Cobar. Further, the financial statements report the results of the CSA mine operations as though the transfer of net assets occurred at January 1, 2020. On March 17, 2022, Glencore Operations Australia entered a binding agreement with Metals Acquisition Corp (“MAC”) for the sale and purchase of Cobar. MAC will assume ownership and full operational control of the Company and will enter into an offtake agreement with the Parent for 100% of the copper concentrate produced at the CSA mine in return for consideration of $1.05 billion in cash, $50 million equity stake in MAC and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. On November 22, 2022, Glencore Operations Australia entered a binding deed of amendment with MAC in respect of the March 17, 2022, agreement, for the sale and purchase of Cobar. The deed of amendment provides consent to the re-domiciliation of MAC and amends consideration to $775 million in cash (with the ability to scale up to $875 million cash depending on Private Investment in Public Entity (“PIPE”) demand), up to $100 million equity stake in MAC, $75 million deferred to be paid out of half the proceeds of any future equity raise, $75 million contingent payment payable when copper averages greater than $4.25/lb for 18 continuous months over the life of mine (“LOM”), $75 million contingent payment payable when copper averages greater than $4.50/lb for 24 continuous months over the LOM, and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. The transaction, expected to be completed in 2023, is subject to the approval of MAC’s shareholders and other customary closing conditions, including regulatory approvals. The date of completion was extended to June 1, 2023. | 1. Corporate information Cobar Management Pty Limited (“Cobar” or the “Company”) is a proprietary company incorporated in Australia. Its parent entity is Glencore Operations Australia Pty Limited (“Glencore Operations Australia”). Its ultimate parent entity is Glencore plc (the “Parent”). The financial statements of the Company for the years ended December 31, 2022 and 2021 were authorized for issue in accordance with a resolution of the Directors on March 17, 2023. Cobar is primarily engaged in the operation of Cornish, Scottish and Australian underground copper mine (“CSA mine”) in Australia. CSA mine was transferred to the Company on November 29, 2021 as part of the Reorganization (as described below). Prior to November 29, 2021, the Company was the manager and operator of the CSA mine. From January 1, 2019 to November 28, 2021 Acelight Pty Limited (“Acelight”) and Isokind Pty Limited (“Isokind”) owned the assets in the CSA mine in a 40/60 split respectively, pursuant to an unincorporated joint arrangement. Whilst Acelight, Isokind, and Cobar each have a different immediate parent, all of them are indirectly 100% owned and controlled by their ultimate parent entity, Glencore plc, for all periods presented in the financial statements. On November 29, 2021, all assets, tenements and residual interests held by Acelight and Isokind for the operation of the CSA mine were transferred to Cobar (the “Reorganization”). The consideration was settled by related party loans. As this was a transaction between entities under common control, the book value basis of accounting, utilising the book values of the Parent, was used to record the assets and liabilities contributed to Cobar. Further, the financial statements report the results of the CSA mine operations as though the transfer of net assets occurred at January 1, 2020. On March 17, 2022, Glencore Operations Australia entered a binding agreement with Metals Acquisition Corp (“MAC”) for the sale and purchase of Cobar. MAC will assume ownership and full operational control of the Company and will enter into an offtake agreement with the Parent for 100% of the copper concentrate produced at the CSA mine in return for consideration of $1.05 billion in cash, $50 million equity stake in MAC and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. On November 22, 2022, Glencore Operations Australia entered a binding deed of amendment with MAC in respect of the March 17, 2022, agreement, for the sale and purchase of Cobar. The deed of amendment provides consent to the re-domiciliation of MAC and amends consideration to $775 million in cash (with the ability to scale up to $875 million cash depending on Private Investment in Public Entity (“PIPE”) demand), up to $ 100 million equity stake in MAC, $75 million deferred to be paid out of half the proceeds of any future equity raise, $75 million contingent payment payable when copper averages greater than $4.25/lb for 18 24 | 1. Corporate information Cobar Management Pty Limited (“Cobar” or the “Company”) is a proprietary company incorporated in Australia. Its parent entity, is Glencore Operations Australia Pty Limited (“Glencore Operations Australia”). Its ultimate parent entity is Glencore plc (the “Parent”). The financial statements of the Company for the years ended December 31, 2020 and 2021 were authorised for issue in accordance with a resolution of the Directors on December 23, 2022. Cobar is primarily engaged in the operation of Cornish, Scottish and Australian underground copper mine (“CSA mine”) in Australia. CSA mine was transferred to the Company on November 29, 2021 as part of the Reorganization (as described below). Prior to November 29, 2021, the Company was a shell company with no active trade or business. From January 1, 2019 to November 28, 2021 Acelight Pty Limited (“Acelight”) and Isokind Pty Limited (“Isokind”) owned the assets in the CSA mine in a 40/60 split respectively, pursuant to an unincorporated joint arrangement. Whilst Acelight, Isokind, and Cobar each have a different immediate parent, all of them are indirectly 100% owned and controlled by their ultimate parent entity, Glencore plc, for all periods presented in the financial statements. On November 29, 2021, all assets, tenements and residual interests held by Acelight and Isokind for the operation of the CSA mine were transferred to Cobar (the “Reorganization”). The consideration was settled by related party loans. As this was a transaction between entities under common control, the book value basis of accounting, utilising the book values of the Parent, was used to record the assets and liabilities contributed to Cobar. Further, the financial statements report the results of the CSA mine operations as though the transfer of net assets occurred at the beginning of the period and the comparative financial information has been adjusted accordingly as well. On March 17, 2022, Glencore Operations Australia entered a binding agreement with Metals Acquisition Corp (“MAC”) for the sale and purchase of Cobar. MAC will assume ownership and full operational control of the Company and will enter into an offtake agreement with the Parent for 100% of the copper concentrate produced at the CSA mine in return for consideration of $1.05 billion in cash, $50 million equity stake in MAC and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. On November 22, 2022, Glencore Operations Australia entered a binding deed of amendment with MAC in respect of the March 17, 2022, agreement, for the sale and purchase of Cobar. The deed of amendment provides consent to the re-domiciliation of MAC and amends consideration to $775 million in cash (with the ability to scale up to $875 million cash depending on PIPE demand), up to $100 million equity stake in MAC, $75 million deferred to be paid out of half the proceeds of any future equity raise, $75 million contingent payment payable when copper averages greater than $4.25/lb for 18 continuous months over the life of mine (“LOM”), $75 million contingent payment payable when copper averages greater than $4.50/lb for 24 continuous months over the LOM, and 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. The transaction, expected to be completed in 2023, is subject to the approval of MAC’s shareholders and other customary closing conditions, including regulatory approvals. |
Significant accounting polic_22
Significant accounting policies | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant accounting policies | |||
Significant accounting policies | 2. Significant accounting policies 2.1 Basis of preparation The unaudited interim condensed financial statements are general purpose financial statements, which have been prepared in accordance with IAS 34 Interim Financial Reporting The Company’s financial information is presented as financial information using the historical results of operations and the historical bases of assets and liabilities of the Parent. The share of Cobar is owned by, and all operations of Cobar are controlled, by the Parent. The business of the Company is the operation of the CSA mine in New South Wales, Australia. Management of the Company believes assumptions underlying the unaudited interim condensed financial statements are reasonable. However, the unaudited interim condensed financial statements may not be indicative of the interim condensed financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The interim condensed statement of profit or loss and other comprehensive income includes all revenues and costs directly attributable to the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to Cobar based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in Cobar. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 21 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head entity. The unaudited interim condensed financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern Although the Company is in a net current liability position of $5,417, based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the unaudited interim condensed financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these unaudited interim condensed financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, management continue to adopt the going concern basis of accounting in preparing these unaudited interim condensed financial statements. 2.2 Application of new and revised accounting standards These unaudited interim condensed financial statements are prepared using the same accounting policies as applied in the audited 2022 financial statements. The following clarification revision to existing accounting pronouncements became effective as of January 1, 2023 and has been adopted by the Company. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The amendments did not have a material impact on these unaudited interim condensed financial statements. | 2. Significant accounting policies 2.1 Basis of preparation The financial statements are general purpose financial statements, which have been prepared on a stand-alone basis and are derived from Glencore plc’s consolidated financial statements and accounting records in which the Company was consolidated. Glencore plc’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board(“IASB”) and based on Glencore plc’s transition to IFRS which had occurred prior to its initial public offering in 2011. 2. Significant accounting policies (continued) The financial statements include the historical results of operations, financial position and cash flows of the Company for the periods presented and have been prepared in accordance with the IFRS as issued by the IASB. The Company’s financial information is presented using the historical results of operations and the historical bases of assets and liabilities of the Parent. The business of the Company is the operation of the CSA copper mine in New South Wales Australia. Management of the Company believes assumptions underlying the financial statements are reasonable. However, the financial statements may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The statement of profit or loss and other comprehensive income include all revenues and costs directly attributable the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to the Company based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in the Company. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 22 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment, a subsidiary of the Parent, is the head entity. See note 2.15 ‘Income taxes’ for more information. The financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases Inventories Impairment of assets In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. 2. Significant accounting policies (continued) All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern As at December 31, 2022, the Company has a net current liability position of $3,127 thousand and a loss for the year of $5,359 thousand, but net cash generated by operating activities of $54,547 thousand. Based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. 2.2 COVID-19 The Company is aware that COVID-19 has the capacity to adversely affect the future financial performance of the Company in a variety of ways, including: significant COVID-19 specific costs, disruptions to supply chain (including purchasing, production, and transportation) and volatility in the price for copper. Depending on the duration and extent of the impact of COVID-19 and if any of the aforementioned risks materialise, it may become necessary to reassess certain accounting conclusions and disclosures including the valuation of inventories, fair value measurements, the impairment of non-financial assets, adequacy of provisions, expected credit loss assumptions, and the extent of the impact on the results of operations and cash flows. 2.3 Application of new and revised accounting standards Adoption of new and revised standards In the current year, the Company has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (“the IASB”) that are relevant to its operations and effective for the current annual reporting year. The nature and impact of each new standard or amendment is described below: Amendments to IAS 16 — Proceeds before intended use The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The adoption of these amendments have not had a material impact on the Company. New and revised standards not yet effective IFRS Standards and Interpretations that are issued, but are not yet effective, up to the date of issuance of the financial statements, which are applicable to the Company, are disclosed below. The Company will apply these amendments, as applicable, when they become effective. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. 2. Significant accounting policies (continued) Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The Company has assessed the potential impact of the amendments on these financial statements and does not expect a material impact. 2.4 Revenue recognition Revenue is derived principally from the sale of goods and recognized when the performance obligations have been satisfied upon transfer of control of the goods from the Company to the customer. Revenue is measured based on consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue related to the sale of goods is recognized when the product is delivered to the destination specified by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises and the customer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. The sales price is determined on a provisional basis at the date of sale as the final selling price is subject to movements in market prices up to the date of final pricing, normally ranging from 30 to 90 days after initial booking (provisionally priced sales). As the pricing only varies based on future market prices after the performance obligation has been satisfied, this is not considered to be variable consideration. The Company’s right to the consideration is unconditional as only the passage of time is required before payment is due and, therefore, the Company accounts for the receivable under IFRS 9. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. The revenue adjustment mechanism embedded within provisionally priced sales arrangements has the character of a commodity derivative. Accordingly, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognized as an adjustment to revenue. In all cases, fair value is estimated by reference to forward market prices. The principal risks associated with recognition of sales on a provisional basis include commodity price fluctuations between the date the sale is recorded and the date of final settlement. If a significant decline in commodity prices occurs, it is reasonably possible the Company could be required to pay the difference between the provisional price and final selling price. Revenues from the sale of silver, a by-product in the production of copper concentrate, are included within revenue from the sale of concentrate, which includes copper and silver. 2. Significant accounting policies (continued) The Company is responsible for providing certain shipping and insurance services to the customer, which is generally before the date at which the Company has transferred control of the goods. These services are not distinct within the context of the contract, and they are not separately identifiable from other promises within the contract. Accordingly, shipping and insurance services are not considered separate performance obligations and are treated as costs to fulfill the promise to transfer the related products. Any customer payments of shipping and handling costs are recorded within revenue. While the Company’s customer has an option to take deliveries of the goods on Cost and Freight (“CFR”) and Cost, Insurance and Freight (“CIF”) basis, the customer generally opts for Free on Board (“FOB”) based delivery where the Company is responsible for loading the purchased goods onto the ship, and all costs associated up to that point. 2.5 Foreign currency translation The Company’s reporting currency and the functional currency of each of the entities collectively forming the Company is the U.S. dollar as this is assessed to be the principal currency of the economic environment in which it operates. All operating revenue generated by Cobar is in the U.S. dollar and all the funding arrangements through Parent net investment (see note 22) are denominated in the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are converted into the functional currency using the exchange rate prevailing at the transaction date. Monetary assets and liabilities outstanding at year end are converted at year-end rates. The resulting exchange differences are recorded in the statement of profit or loss and other comprehensive income. The average and closing AUD/USD foreign currency exchange rates at 2022 and 2021 are listed below: Average Closing FX rate FX rate 2021 0.7512 0.7272 2022 0.6935 0.6804 2.6 Property, plant and equipment Property, plant and equipment are initially recognized at cost, being the fair value of the consideration given to acquire or construct the asset, including directly attributable costs required to bring the asset to the location or to a condition necessary for operation and the direct cost of dismantling and removing the asset, less accumulated depreciation and any accumulated impairment losses. Property, plant and equipment are depreciated to their estimated residual value over the estimated useful life of the specific asset concerned, or the estimated remaining life of mine (“LOM”), field or lease. Depreciation commences when the asset is available for use. The major categories of property, plant and equipment are depreciated/amortized on a units of production (“UOP”) and/or straight-line basis. Depreciation of property, plant and equipment using UOP method over the LOM is based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). The portion of mineral resources are included in depreciation calculations where they are expected to be classified as mineral reserves based on high degree of confidence that they will be extracted in an economic manner. Assets under construction are included in Plant and equipment and since the assets are not yet available for use, are not depreciated. 2. Significant accounting policies (continued) The estimated useful lives for the current and comparative periods are as follows: Buildings 10 Freehold land Not depreciated Plant and equipment 3 Right-of-use assets 2 Mine development UOP Mine development Mine development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable mineral reserves, including shafts, adits, drifts, ramps, permanent excavations, and infrastructure. Costs incurred before mineral resources are classified as proven and probable reserves are expensed as incurred. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves and such proposed development receives the appropriate approvals. All subsequent development expenditure is similarly capitalized, provided commercial viability conditions continue to be satisfied. Proceeds from the sale of product extracted during the development phase are netted against development expenditure. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. Depreciation for mine development costs is determined using the UOP method based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). Depreciation, depletion and amortization using the UOP method is recorded upon production of finished goods, at which time it is allocated to inventory cost and then included as a component of cost of goods sold. Other assets are depreciated on a straight-line basis over estimated useful lives for the related assets. 2.7 Leases As lessee, the Company assesses whether a contract contains a lease at inception of a contract. The Company recognizes a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements in which it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the future lease payments from the commencement date of the lease. The lease payments are discounted using the asset and company specific incremental borrowing rates. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability, with a corresponding adjustment to the related right-of-use assets, whenever: ● The lease term changes or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● The lease payments change due to the changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; ● A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification. 2. Significant accounting policies (continued) The right-of-use assets are initially recognized in the statement of financial position at cost, which comprises the amount of the initial measurement of the corresponding lease liability, adjusted for any lease payments made at or prior to the commencement date of the lease, any lease incentive received and any initial direct costs incurred, and expected costs for obligations to dismantle and remove right-of-use assets when they are no longer used. Right-of-use assets are recognized within property, plant and equipment in the statement of financial position. Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the right-of-use asset or the end of the lease term. 2.8 Restoration, rehabilitation and decommissioning Restoration, rehabilitation and decommissioning costs arising from the installation of plant and other site preparation work, discounted using a risk free discount rate to their net present value, are provided for and capitalized at the time such an obligation arises. The costs are charged to the statement of profit or loss and other comprehensive income over the life of the operation through depreciation of the asset and the accretion expense of the discount on the provision. Costs for restoration of subsequent site disturbance, which is created on an ongoing basis during production, are provided for at their net present values and charged to the statement of profit or loss and other comprehensive income as extraction progresses. Changes in the estimated timing of the rehabilitation or changes to the estimated future costs are accounted for prospectively by recognizing an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates, provided the reduction in the provision is not greater than the depreciated capitalized cost of the related asset, in which case the capitalized cost is reduced to nil and the remaining adjustment recognized in the statement of profit or loss and other comprehensive income. In the case of closed sites, changes to estimated costs are recognized immediately in the statement of profit or loss and other comprehensive income. 2.9 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization (calculated on a straight- line basis over their useful lives) and accumulated impairment losses, if any. The major categories of intangibles are amortized on a straight-line basis as follows: Licences and software 3 2.10 Impairment or impairment reversals The Company conducts, at least annually, an internal review of asset values which is used as a source of information to assess for any indications of impairment. Formal impairment tests are carried out when events or changes in circumstances indicate the carrying value may not be recoverable. A formal impairment test involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the CGU level. If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the lower amount. 2. Significant accounting policies (continued) For those assets which were impaired in prior periods, if their recoverable amount exceeds their carrying amount, an impairment reversal is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the higher amount to the extent the increased carrying amount does not exceed the carrying value of the asset that would have been determined had no impairment previously been recognized. Goodwill impairments cannot be subsequently reversed. 2.11 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources embodying economic benefits that can be reliably estimated will be required to settle the liability. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). 2.12 Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in- first-out (“FIFO”) or the weighted average method and comprises material costs, labour costs, allocated production related overhead costs and includes treatment and refining cost. Raw materials and consumables are measured using the FIFO method and work in progress inventories using the weighted average method. Financing and storage costs related to inventory are expensed as incurred. 2.13 Financial instruments Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are classified as either financial assets at amortized cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVTPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. Financial assets are initially recognized at fair value on the trade date, including, in the case of instruments not subsequently measured at fair value through profit or loss, directly attributable transaction costs. Trade receivables with no provisional price features and where there is no significant financing component, are initially recognized at their transaction price. Subsequently, other investments, provisionally priced trade receivables and derivatives are carried at fair value and trade receivables that do not contain provisional price features, loans and other receivables are carried at amortized cost. Financial liabilities, other than derivatives and those containing provisional price features, are initially recognized at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortized cost. Financial liabilities that contain provisional pricing features and derivatives are carried at FVTPL. Impairment of financial assets A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The expected credit loss recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. 2. Significant accounting policies (continued) The Company applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime expected loss provision. The expected credit losses on these financial assets is estimated using a provision matrix by reference to past default experience and an equivalent credit rating, adjusted as appropriate for current observable data and forward-looking information. For all other financial assets at amortized cost, the Company recognizes lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition, which is determined by: ● A review of overdue amounts ● Comparing the risk of default at the reporting date and at the date of initial recognition ● An assessment of relevant historical and forward-looking quantitative and qualitative information. For those balances that are beyond 30 days overdue it is presumed to be an indicator of a significant increase in credit risk. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-months expected credit loss, which comprises the expected lifetime loss from the instrument were a default to occur within 12 months of the reporting date. The Company considers an event of default has materialised and the financial asset is credit impaired when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay the Company without taking into account any collateral held by the Company or if the financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Derecognition of financial assets and financial liabilities The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received. The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or have expired. On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognized in profit and loss. On derecognition of equity investments designated and measured at FVTOCI, the cumulative gain or loss recognized in other comprehensive income is reclassified directly to retained earnings. 2. Significant accounting policies (continued) 2.14 Goods and services tax Revenues, expenses and assets are recognized net of the amount of goods and services tax (“GST”), except: ● where the amount of GST incurred is not recoverable from the taxation authority, it is recognized as part of the cost of acquisition of an asset or as part of an item of expense; or ● for receivables and payables which are recognized inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. 2.15 Income tax Tax Consolidation The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment is the head entity. As a result, the Company is subject to income tax through its membership of this tax consolidated group. Entities within the tax consolidated group have entered into a tax funding agreement and a tax sharing agreement with the head entity. The current and deferred tax amounts for the tax consolidated group are allocated to the members of the tax consolidated group (including the Company) using the ‘separate taxpayer within group’ approach. This method requires tax to be calculated for each member with adjustments for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the group or that have a different tax consequence at the level of the group. Accordingly, the Company recognizes an allocation of income taxes in the financial statements as if it calculated and filed a separate income tax return for Cobar, Acelight and Isokind. Deferred taxes are allocated by reference to the carrying amounts in the financial statements of the Company and the tax values applying under tax consolidation. Current tax liabilities arising from this process are accounted for as being assumed by the head entity, as under Australian taxation law the head entity has the legal obligation for (or right to) these amounts. Such amounts are reflected in amounts receivable from or payable to the head entity via Parent net investment, see movement to “Glencore Investment tax loan” in note 22. Income tax consists of current and deferred income taxes. Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Adjustments are made for transactions and events occurring within the tax consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. Deferred tax Deferr | 2. Significant accounting policies 2.1 Basis of preparation The financial statements are general purpose financial statements, which have been prepared on a stand-alone basis and are derived from Glencore plc’s consolidated financial statements and accounting records in which the Company was consolidated. Glencore plc’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board (“IASB”) and based on Glencore plc’s transition to IFRS which had occurred prior to its initial public offering in 2011. The financial statements include the historical results of operations, financial position and cash flows of the Company for the periods presented and have been prepared in accordance with the IFRS as issued by the IASB. The Company’s financial information is presented using the historical results of operations and the historical bases of assets and liabilities of the Parent. The business of the Company is the operation of the CSA copper mine in New South Wales Australia. Management of the Company believes assumptions underlying the financial statements are reasonable. However, the financial statements may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The statement of profit or loss and other comprehensive income include all revenues and costs directly attributable the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to the Company based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in the Company. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 22 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head entity. See note 2.16 ‘Income taxes’ for more information. The financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases Inventories Impairment of assets In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern Based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. 2.2 First time adoption of International Financial Reporting Standards The financial statements, for the year ended December 31, 2020, are the first the Company has prepared in accordance with IFRS. For periods up to and including the year ended December 31, 2019, the Company did not prepare financial statements as the entities that collectively are the Company were each individually members of the Glencore Investment Deed of Cross Guarantee and therefore individually qualify for relief from lodging a financial report with the Australian Security & Investments Commission. The financial statements presented in this report comply with IFRS applicable as at December 31, 2021. In preparing the financial statements, the Company’s opening statement of financial position was prepared as at January 1, 2020, the Company’s date of transition to IFRS. The Company prepared its financial statements in accordance with the recognition and measurement principles of IFRS, the application of IFRS 1 First-time Adoption of International Financial Reporting Standard Exemption applied IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS. The Company has applied the exemption in relation to cumulative translation differences that existed at the date of transition to IFRS. A cumulative translation adjustment of $35,540 thousand existed as a result of the change in presentational currency of Acelight Pty Limited and Isokind Pty Limited from AUD to USD presentational currency in 2014. The Company has applied the exemption under IFRS 1 whereby this cumulative translation difference is deemed to be zero at the date of transition to IFRS. As this is the first financial statements the Company has prepared which are general-purpose financial statements, summarised below is an overview of the significant accounting policies adopted in the preparation and presentation of the financial statements. These accounting policies are consistent with IFRS and other than the exemption noted above no adjustments were taken. The accounting policies set out below have been consistently applied from the date of transition on January 1, 2020. 2.3 COVID-19 The Company is aware that COVID-19 has the capacity to adversely affect the future financial performance of the Company in a variety of ways, including: significant COVID-19 specific costs, disruptions to supply chain (including purchasing, production, and transportation) and volatility in the price for copper. Depending on the duration and extent of the impact of COVID-19 and if any of the aforementioned risks materialise, it may become necessary to reassess certain accounting conclusions and disclosures including the valuation of inventories, fair value measurements, the impairment of non-financial assets, adequacy of provisions, expected credit loss assumptions, and the extent of the impact on the results of operations and cash flows. 2.4 Application of new and revised accounting standards Adoption of new and revised standards As these financial statements are the first prepared for the Company all new and revised Standards and Interpretations issued by the International Accounting Standards Board (“the IASB”) have been adopted. New and revised standards not yet effective IFRS Standards and Interpretations that are issued, but are not yet effective, up to the date of issuance of the financial statements, which are applicable to the Company, are disclosed below. The Company will apply these amendments, as applicable, when they become effective. Annual Improvements 2018-2020 and Other Amendments — effective for year ends beginning on or after January 1, 2022 The amendments clarify certain requirements in: ● IFRS 1 First-time Adoption of International Financial Reporting Standards; ● IFRS 3 Business Combinations; ● IFRS 9 Financial Instruments; ● IFRS 16 Property, Plant and Equipment; and ● IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Amendments to IFRS 16 — Proceeds before intended use — effective for year ends beginning on or after January 1, 2022 The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The Company has assessed the potential impact of the amendment on these financial statements and does not expect a material impact. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The Company is assessing the potential impact of the amendments on these financial statements. 2.5 Revenue recognition Revenue is derived principally from the sale of goods and recognized when the performance obligations have been satisfied upon transfer of control of the goods from the Company to the customer. Revenue is measured based on consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue related to the sale of goods is recognized when the product is delivered to the destination specified by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises and the customer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. The sales price is determined on a provisional basis at the date of sale as the final selling price is subject to movements in market prices up to the date of final pricing, normally ranging from 30 to 90 days after initial booking (provisionally priced sales). As the pricing only varies based on future market prices after the performance obligation has been satisfied, this is not considered to be variable consideration. The Company’s right to the consideration is unconditional as only the passage of time is required before payment is due and, therefore, the Company accounts for the receivable under IFRS 9. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. The revenue adjustment mechanism embedded within provisionally priced sales arrangements has the character of a commodity derivative. Accordingly, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognized as an adjustment to revenue. In all cases, fair value is estimated by reference to forward market prices. The principal risks associated with recognition of sales on a provisional basis include commodity price fluctuations between the date the sale is recorded and the date of final settlement. If a significant decline in commodity prices occurs, it is reasonably possible the Company could be required to pay the difference between the provisional price and final selling price. Revenues from the sale of silver, a by-product in the production of copper concentrate, are included within revenue from the sale of concentrate, which includes copper and silver. The Company is responsible for providing certain shipping and insurance services to the customer, which is generally before the date at which the Company has transferred control of the goods. These services are not distinct within the context of the contract, and they are not separately identifiable from other promises within the contract. Accordingly, shipping and insurance services are not considered separate performance obligations and are treated as costs to fulfill the promise to transfer the related products. Any customer payments of shipping and handling costs are recorded within revenue. While the Company’s customer has an option to take deliveries of the goods on Cost and Freight (“CFR”) and Cost, Insurance and Freight (“CIF”) basis, the customer generally opts for Free on Board (“FOB”) based delivery where the Company is responsible for loading the purchased goods onto the ship, and all costs associated up to that point. 2.6 Foreign currency translation The Company’s reporting currency and the functional currency of each of the entities collectively forming the Company is the U.S. dollar as this is assessed to be the principal currency of the economic environment in which it operates. All operating revenue generated by Cobar is in the U.S. dollar and all the funding arrangements through Parent net investment (see note 22) are denominated in the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are converted into the functional currency using the exchange rate prevailing at the transaction date. Monetary assets and liabilities outstanding at year end are converted at year-end rates. The resulting exchange differences are recorded in the statement of profit or loss and other comprehensive income. The average and closing AUD/USD foreign currency exchange rates at 2020 and 2021 are listed below: Average Closing FX rate FX rate 2020 0.6884 0.7706 2021 0.7512 0.7272 2.7 Property, plant and equipment Property, plant and equipment are initially recognized at cost, being the fair value of the consideration given to acquire or construct the asset, including directly attributable costs required to bring the asset to the location or to a condition necessary for operation and the direct cost of dismantling and removing the asset, less accumulated depreciation and any accumulated impairment losses. Property, plant and equipment are depreciated to their estimated residual value over the estimated useful life of the specific asset concerned, or the estimated remaining life of mine (“LOM”), field or lease. Depreciation commences when the asset is available for use. The major categories of property, plant and equipment are depreciated/amortized on a units of production (“UOP”) and/or straight-line basis. Depreciation of property, plant and equipment using UOP method over the LOM is based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). The portion of mineral resources are included in depreciation calculations where they are expected to be classified as mineral reserves based on high degree of confidence that they will be extracted in an economic manner. Assets under construction are included in Plant and equipment and since the assets are not yet available for use, are not depreciated. The estimated useful lives for the current and comparative periods are as follows: Buildings 10 – 45 years/Straight-line Freehold land Not depreciated Plant and equipment 3 – 30 years/UOP Right-of-use assets 2 – 30 years Mine development UOP Mine development Mine development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable mineral reserves, including shafts, adits, drifts, ramps, permanent excavations, and infrastructure. Costs incurred before mineral resources are classified as proven and probable reserves are expensed as incurred. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves and such proposed development receives the appropriate approvals. All subsequent development expenditure is similarly capitalized, provided commercial viability conditions continue to be satisfied. Proceeds from the sale of product extracted during the development phase are netted against development expenditure. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. Depreciation for mine development costs is determined using the UOP method based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). Depreciation, depletion and amortization using the UOP method is recorded upon production of finished goods, at which time it is allocated to inventory cost and then included as a component of cost of goods sold. Other assets are depreciated on a straight-line basis over estimated useful lives for the related assets. 2.8 Leases As lessee, the Company assesses whether a contract contains a lease at inception of a contract. The Company recognizes a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements in which it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the future lease payments from the commencement date of the lease. The lease payments are discounted using the asset and company specific incremental borrowing rates. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability, with a corresponding adjustment to the related right-of-use assets, whenever: ● The lease term changes or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● The lease payments change due to the changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; ● A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification. The right-of-use assets are initially recognized in the statement of financial position at cost, which comprises the amount of the initial measurement of the corresponding lease liability, adjusted for any lease payments made at or prior to the commencement date of the lease, any lease incentive received and any initial direct costs incurred, and expected costs for obligations to dismantle and remove right-of-use assets when they are no longer used. Right-of-use assets are recognized within property, plant and equipment in the statement of financial position. Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the right-of-use asset or the end of the lease term. 2.9 Restoration, rehabilitation and decommissioning Restoration, rehabilitation and decommissioning costs arising from the installation of plant and other site preparation work, discounted using a risk free discount rate to their net present value, are provided for and capitalized at the time such an obligation arises. The costs are charged to the statement of profit or loss and other comprehensive income over the life of the operation through depreciation of the asset and the accretion expense of the discount on the provision. Costs for restoration of subsequent site disturbance, which is created on an ongoing basis during production, are provided for at their net present values and charged to the statement of profit or loss and other comprehensive income as extraction progresses. Changes in the estimated timing of the rehabilitation or changes to the estimated future costs are accounted for prospectively by recognizing an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates, provided the reduction in the provision is not greater than the depreciated capitalized cost of the related asset, in which case the capitalized cost is reduced to nil and the remaining adjustment recognized in the statement of profit or loss and other comprehensive income. In the case of closed sites, changes to estimated costs are recognized immediately in the statement of profit or loss and other comprehensive income. 2.10 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization (calculated on a straight-line basis over their useful lives) and accumulated impairment losses, if any. The major categories of intangibles are amortized on a straight-line basis as follows: Licences and software 3 – 9 years 2.11 Impairment or impairment reversals The Company conducts, at least annually, an internal review of asset values which is used as a source of information to assess for any indications of impairment. Formal impairment tests are carried out when events or changes in circumstances indicate the carrying value may not be recoverable. A formal impairment test involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the CGU level. If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the lower amount. For those assets which were impaired in prior periods, if their recoverable amount exceeds their carrying amount, an impairment reversal is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the higher amount to the extent the increased carrying amount does not exceed the carrying value of the asset that would have been determined had no impairment previously been recognized. Goodwill impairments cannot be subsequently reversed. 2.12 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources embodying economic benefits that can be reliably estimated will be required to settle the liability. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). 2.13 Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in-first-out (“FIFO”) or the weighted average method and comprises material costs, labour costs, allocated production related overhead costs and includes treatment and refining cost. Raw materials and consumables are measured using the FIFO method and work in progress inventories using the weighted average method. Financing and storage costs related to inventory are expensed as incurred. 2.14 Financial instruments Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are classified as either financial assets at amortized cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVTPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. Financial assets are initially recognized at fair value on the trade date, including, in the case of instruments not subsequently measured at fair value through profit or loss, directly attributable transaction costs. Trade receivables with no provisional price features and where there is no significant financing component, are initially recognized at their transaction price. Subsequently, other investments, provisionally priced trade receivables and derivatives are carried at fair value and trade receivables that do not contain provisional price features, loans and other receivables are carried at amortized cost. Financial liabilities, other than derivatives and those containing provisional price features, are initially recognized at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortized cost. Financial liabilities that contain provisional pricing features and derivatives are carried at FVTPL. Impairment of financial assets A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The expected credit loss recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. The Company applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime expected loss provision. The expected credit losses on these financial assets is estimated using a provision matrix by reference to past default experience and an equivalent credit rating, adjusted as appropriate for current observable data and forward-looking information. For all other financial assets at amortized cost, the Company recognizes lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition, which is determined by: ● A review of overdue amounts ● Comparing the risk of default at the reporting date and at the date of initial recognition ● An assessment of relevant historical and forward-looking quantitative and qualitative information. For those balances that are beyond 30 days overdue it is presumed to be an indicator of a significant increase in credit risk. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-months expected credit loss, which comprises the expected lifetime loss from the instrument were a default to occur within 12 months of the reporting date. The Company considers an event of default has materialised and the financial asset is credit impaired when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay the Company without taking into account any collateral held by the Company or if the financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Derecognition of financial assets and financial liabilities The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received. The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or have expired. On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognized in profit and loss. On derecognition of equity investments designated and measured at FVTOCI, the cumulative gain or loss recognized in other comprehensive income is reclassified directly to retained earnings. 2.15 Goods and services tax Revenues, expenses and assets are recognized net of the amount of goods and services tax (“GST”), except: ● where the amount of GST incurred is not recoverable from the taxation authority, it is recognized as part of the cost of acquisition of an asset or as part of an item of expense; or ● for receivables and payables which are recognized inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. 2.16 Income tax Tax Consolidation The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment is the head entity |
Critical accounting judgments_3
Critical accounting judgments and key sources of estimation uncertainty | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Critical accounting judgments and key sources of estimation uncertainty | |||
Critical accounting judgments and key sources of estimation uncertainty | 3. Critical accounting judgments and key sources of estimation uncertainty The critical accounting judgements and key sources of estimation uncertainty for the three months ended March 31, 2023 are the same as those disclosed in the audited December 31, 2022 financial statements, except for income taxes. Income taxes are recognized based on the best estimate of the weighted average annual effective income tax rate expected for the full financial year. | 3. Critical accounting judgments and key sources of estimation uncertainty The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances, independent estimates, quoted market prices and common, industry standard modelling techniques. Actual outcomes could result in a material adjustment to the carrying amount of assets or liabilities affected in future periods. The Company has identified the following areas as being critical to understanding the Company’s financial position as they require management to make complex and/or subjective judgements, estimates and assumptions about matters that are inherently uncertain: Critical accounting judgements In the process of applying the Company’s accounting policies, management has made judgements based on the relevant facts and circumstances including macro-economic circumstances and, where applicable, interpretation of underlying agreements, which have the most significant effect on the amounts recognized in the financial statements. Key sources of estimation uncertainty In the process of applying the Company’s accounting policies, management has made key estimates and assumptions concerning the future and other key sources of estimation uncertainty. The key assumptions and estimates at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year, are described below. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. Restoration, rehabilitation and decommissioning (note 16) A provision for future restoration, rehabilitation and decommissioning costs requires estimates and assumptions to be made around the relevant regulatory framework, the magnitude of the possible disturbance and the timing, extent and costs of the required closure and rehabilitation activities. Most of these rehabilitation and decommissioning events are expected to take place many years in the future and the currently estimated requirements and costs that will have to be met when the restoration event occurs are inherently uncertain and could materially change over time. In calculating the appropriate provision for the expected restoration, rehabilitation or decommissioning obligations, cost estimates of the future potential cash outflows based on current studies of the expected rehabilitation activities and timing thereof, are prepared. These forecasts are then discounted to their present value using a risk free rate specific to the liability and the currency in which they are denominated. Any changes in the expected future costs are initially reflected in both the provision and the asset (included within plant and equipment classification) and subsequently in the statement of profit or loss and other comprehensive income over the remaining economic life of the asset. As the actual future costs can differ from the estimates due to changes in laws, regulations, technology, costs and timing, the provisions including the estimates and assumptions contained therein are reviewed regularly by management. The aggregate effect of changes within 12 months as a result of revisions to cost and timing assumptions is not expected to be material. 3. Critical accounting judgments and key sources of estimation uncertainty (continued) Depreciation based on a UOP basis (note 12) Assets depreciated on a UOP basis rely heavily on estimated production units. In calculating the appropriate production level, management rely on life of mine plans containing production levels and costs. Estimated production units include commercially recoverable reserves (proven and probable reserves) and other mineral resources (measured, indicated and inferred resources) that can be economically and legally extracted from the CSA mine. Other mineral resources have been included in estimated production units (beyond just the proven and probable reserves) when management has sufficient confidence, for the purpose of determining economic life of certain assets, that these resources will be converted into proven and probable reserves. This determination is based on proven historical conversion rates through further drilling and a historical track record of life of mine extensions and replenishment of reserves. The estimation of production units requires significant subjective assumptions that arise from the evaluation of geological, geophysical, engineering and economic data based on the size, depth and shape of an ore body, and requires complex geological assessments to interpret that data. Furthermore, in order to determine the production units, estimates and assumptions are also required about a range of technical and economic factors such as estimates of commodity prices, future capital requirements, quantities, grades, production techniques, recovery and conversion rates, production costs, etc. Therefore, the Company uses both internal and external technical experts to estimate the production units from CSA mine. This data could change over time as a result of numerous factors, including new information gained from development activities, evolving production history and a reassessment of the viability of production under different economic conditions. As such changes in production units may affect the life of mine and depreciation rates thereby impacting the Company’s financial results and financial position for future periods. The estimates and assumptions contained within the life of mine plans are reviewed regularly by management. Any changes in the life of mine plans are reflected in the depreciation rates and subsequent asset book values on a prospective basis. Recognition and measurement of uncertain tax positions (note 9) The Company is subject to taxes with often complex legal and tax regulatory environments. Some estimation is required in determining the accrual for income taxes. The income tax positions taken are considered by the Company to be supportable and are intended to withstand challenge from tax authorities. However, it is acknowledged that some of the positions are uncertain and include interpretations of complex tax laws as well as transfer pricing considerations which could be disputed by tax authorities. The Company judges these positions on their technical merits on a regular basis using all the information available (legislation, case law, regulations, established practice, authoritative doctrine as well as the current state of discussions with tax authorities, where appropriate). A liability is recorded for each item that is not probable of being sustained on examination by the tax authorities, based on all relevant information. The liability is calculated taking into account the most likely outcome or the expected value, depending on which is thought to give a better prediction of the resolution of each uncertain tax position in view of reflecting the likelihood of an adjustment being recognized upon examination. These estimates are based on facts and circumstances existing at the end of the reporting period. The tax liability and income tax expense include expected penalties and late payment interest arising from tax disputes. Where the final income tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current income tax expense and deferred income tax assets and liabilities in the period in which such determination is made. Details of taxation can be found in note 9. | 3. Critical accounting judgments and key sources of estimation uncertainty The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable and relevant under the circumstances, independent estimates, quoted market prices and common, industry standard modelling techniques. Actual outcomes could result in a material adjustment to the carrying amount of assets or liabilities affected in future periods. The Company has identified the following areas as being critical to understanding the Company’s financial position as they require management to make complex and/or subjective judgements, estimates and assumptions about matters that are inherently uncertain: Critical accounting judgements In the process of applying the Company’s accounting policies, management has made judgements based on the relevant facts and circumstances including macro-economic circumstances and, where applicable, interpretation of underlying agreements, which have the most significant effect on the amounts recognized in the financial statements. Key sources of estimation uncertainty In the process of applying the Company’s accounting policies, management has made key estimates and assumptions concerning the future and other key sources of estimation uncertainty. The key assumptions and estimates at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year, are described below. Actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. Restoration, rehabilitation and decommissioning (note 16) A provision for future restoration, rehabilitation and decommissioning costs requires estimates and assumptions to be made around the relevant regulatory framework, the magnitude of the possible disturbance and the timing, extent and costs of the required closure and rehabilitation activities. Most of these rehabilitation and decommissioning events are expected to take place many years in the future and the currently estimated requirements and costs that will have to be met when the restoration event occurs are inherently uncertain and could materially change over time. In calculating the appropriate provision for the expected restoration, rehabilitation or decommissioning obligations, cost estimates of the future potential cash outflows based on current studies of the expected rehabilitation activities and timing thereof, are prepared. These forecasts are then discounted to their present value using a risk free rate specific to the liability and the currency in which they are denominated. Any changes in the expected future costs are initially reflected in both the provision and the asset (included within plant and equipment classification) and subsequently in the statement of profit or loss and other comprehensive income over the remaining economic life of the asset. As the actual future costs can differ from the estimates due to changes in laws, regulations, technology, costs and timing, the provisions including the estimates and assumptions contained therein are reviewed regularly by management. The aggregate effect of changes within 12 months as a result of revisions to cost and timing assumptions is not expected to be material. Depreciation based on a UOP basis (note 12) Assets depreciated on a UOP basis rely heavily on estimated production units. In calculating the appropriate production level, management rely on life of mine plans containing production levels and costs. Estimated production units include commercially recoverable reserves (proven and probable reserves) and other mineral resources (measured, indicated and inferred resources) that can be economically and legally extracted from the CSA mine. Other mineral resources have been included in estimated production units (beyond just the proven and probable reserves) when management has sufficient confidence, for the purpose of determining economic life of certain assets, that these resources will be converted into proven and probable reserves. This determination is based on proven historical conversion rates through further drilling and a historical track record of life of mine extensions and replenishment of reserves. The estimation of production units requires significant subjective assumptions that arise from the evaluation of geological, geophysical, engineering and economic data based on the size, depth and shape of an ore body, and requires complex geological assessments to interpret that data. Furthermore, in order to determine the production units, estimates and assumptions are also required about a range of technical and economic factors such as estimates of commodity prices, future capital requirements, quantities, grades, production techniques, recovery and conversion rates, production costs, etc. Therefore, the Company uses both internal and external technical experts to estimate the production units from CSA mine. This data could change over time as a result of numerous factors, including new information gained from development activities, evolving production history and a reassessment of the viability of production under different economic conditions. As such changes in production units may affect the life of mine and depreciation rates thereby impacting the Company’s financial results and financial position for future periods. The estimates and assumptions contained within the life of mine plans are reviewed regularly by management. Any changes in the life of mine plans are reflected in the depreciation rates and subsequent asset book values on a prospective basis. Recognition and measurement of uncertain tax positions (note 9) The Company is subject to taxes with often complex legal and tax regulatory environments. Some estimation is required in determining the accrual for income taxes. The income tax positions taken are considered by the Company to be supportable and are intended to withstand challenge from tax authorities. However, it is acknowledged that some of the positions are uncertain and include interpretations of complex tax laws as well as transfer pricing considerations which could be disputed by tax authorities. The Company judges these positions on their technical merits on a regular basis using all the information available (legislation, case law, regulations, established practice, authoritative doctrine as well as the current state of discussions with tax authorities, where appropriate). A liability is recorded for each item that is not probable of being sustained on examination by the tax authorities, based on all relevant information. The liability is calculated taking into account the most likely outcome or the expected value, depending on which is thought to give a better prediction of the resolution of each uncertain tax position in view of reflecting the likelihood of an adjustment being recognized upon examination. These estimates are based on facts and circumstances existing at the end of the reporting period. The tax liability and income tax expense include expected penalties and late payment interest arising from tax disputes. Where the final income tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current income tax expense and deferred income tax assets and liabilities in the period in which such determination is made. Details of taxation can be found in note 9. |
Segment information_2_3
Segment information | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment information | |||
Segment information | 4. Segment information The chief operating decision maker has been identified as the General Manager for the CSA mine. The General Manager makes decisions with respect to allocation of resources and assesses performance of the Company. The Company is organized and operates in one single business segment focused on the mining and production of copper and silver from the CSA mine. The performance of the Company, being CSA mine operation, is assessed and managed in totality. All sales are made to its single client, Glencore International AG in Switzerland and all assets are held in one geographical location, being the CSA mine site in Australia. Since the Company operates in one segment, all financial information required by “Segment Reporting” such as major customers, and the countries in which the entity holds material assets and reports revenue can be found in the accompanying financial statements. | 4. Segment information The chief operating decision maker has been identified as the General Manager for the CSA mine. The General Manager makes decisions with respect to allocation of resources and assesses performance of the Company. The Company is organised and operates in one single business segment focused on the mining and production of copper and silver from the CSA mine. The performance of the Company, being CSA mine operation, is assessed and managed in totality. All sales are made to its single client Glencore International AG in Switzerland and all assets are held in one geographical location, being the CSA mine site in Australia. Since the Company operates in one segment, all financial information required by “Segment Reporting” such as major customers, and the countries in which the entity holds material assets and reports revenue can be found in the accompanying financial statements. | 4. Segment information The chief operating decision maker has been identified as the General Manager for the CSA mine. The General Manager makes decisions with respect to allocation of resources and assesses performance of the Company. The Company is organised and operates in one single business segment focused on the mining and production of copper and silver from the CSA mine. The performance of the Company, being CSA mine operation, is assessed and managed in totality. All sales are made to its single client Glencore International AG in Switzerland and all assets are held in one geographical location, being the CSA mine site in Australia. Since the Company operates in one segment, all financial information required by “Segment Reporting” such as major customers, and the countries in which the entity holds material assets and reports revenue can be found in the accompanying financial statements. |
Revenue_2_3
Revenue | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Revenue | 5. Revenue Three months ended March 31 US$ thousand 2023 2022 Sale of commodities – Copper $ 62,657 $ 73,780 Sale of by product – Silver 2,570 2,736 Total $ 65,227 $ 76,516 Revenue is derived principally from the sale of commodities, recognized once the control of the goods has transferred from the Company to the customer. The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG (refer to note 21 on Related Parties). Products of the Company may be provisionally priced at the date revenue is recognized (note 17). The impact on revenue recognized due to the changes in pricing of copper for the sales provisionally priced as at March 31, 2023 is an increase of $1,098 thousand (March 31, 2022: an increase of $2,155 thousand), accounted for under IFRS 9. Final settlements are recognized within revenue. At March 31, 2023, the Company had 15,458 thousand pounds (March 31, 2022: 25,282 thousand pounds) of provisionally priced copper sales subject to final pricing over the next several months. The average provisional price per pound of these provisionally priced sales subject to final pricing is $2.97 (March 31, 2022, $3.33). | 5. Revenue US$ thousand 2022 2021 Sale of commodities – Copper 211,152 260,673 Sale of by product – Silver 8,553 12,707 Total 219,705 273,380 Revenue is derived principally from the sale of commodities, recognized once the control of the goods has transferred from the Company to the customer. The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG (refer to note 22 on Related Parties). Products of the Company may be provisionally priced at the date revenue is recognized. The impact on revenue recognized due to the changes in pricing of copper for the sales provisionally priced as at December 31, 2022 is a decrease of $760 thousand (2021: increase of $2,441 thousand), accounted for under IFRS 9. Final settlements are recognized within revenue. As at December 31, 2022, the Company had 29,548 thousand pounds of provisionally priced copper sales subject to final pricing over the next several months. The average provisional price per pound of these provisionally priced sales subject to final pricing is $2.75. | 5. Revenue US$thousand 2021 2020 Sale of commodities – Copper 260,673 192,008 Sale of by product – Silver 12,707 10,175 Total 273,380 202,183 Revenue is derived principally from the sale of commodities, recognized once the control of the goods has transferred from the Company to the customer. The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG (refer to note 22 on Related Parties). Products of the Company may be provisionally priced at the date revenue is recognized. The impact on revenue recognized due to the changes in pricing of copper is an increase of $2,441 thousand and decrease of $2,364 thousand for the years ended December 31, 2021 and 2020 respectively, accounted for under IFRS 9. Final settlements are recognized within revenue. At December 31, 2021, the Company had 37,012 thousand pounds of provisionally priced copper sales subject to final pricing over the next several months. The average provisional price per pound of these provisionally priced sales subject to final pricing is $4.34. |
Depreciation and amortization_7
Depreciation and amortization expense | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation and amortization expense | |||
Depreciation and amortization expense | 6. Depreciation and amortization expense Three months ended March 31 US$ thousand Notes 2023 2022 Included in cost of goods sold: Depreciation expenses 12 $ (11,696) $ (11,942) Amortization expenses (25) (8) Total $ (11,721) $ (11,950) | 6. Depreciation and amortization expense US$ thousand Notes 2022 2021 Included in cost of goods sold: Depreciation expenses 12 (51,328) (52,262) Amortization expenses (201) (59) Total (51,529) (52,321) | 6. Depreciation and amortization expense US$thousand Notes 2021 2020 Included in cost of goods sold: Depreciation expenses 12 (52,262) (55,433) Amortization expenses (59) — Total (52,321) (55,433) |
Employee benefits expense_2_3
Employee benefits expense | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee benefits expense | |||
Employee benefits expense | 7. Employee benefits expense Three months ended March 31 US$ thousand 2023 2022 Included in cost of goods sold: Wages and salaries $ (11,716) $ (11,660) Defined contribution plans (1,574) (1,513) Other employee benefits — (3) Total $ (13,290) $ (13,176) | 7. Employee benefits expense US$ thousand 2022 2021 Included in cost of goods sold: Wages and salaries (44,189) (47,089) Defined contribution plans (4,694) (5,589) Other employee benefits (28) (147) Total (48,911) (52,825) | 7. Employee benefits expense US$thousand 2021 2020 Included in cost of goods sold: Wages and salaries (47,089) (40,973) Defined contribution plans (5,589) (4,305) Other employee benefits (147) (584) Total (52,825) (45,862) |
Finance income and costs_2_3
Finance income and costs | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance income and costs | |||
Finance income and costs | 8. Finance income and costs Three months ended March 31 US$ thousand Notes 2023 2022 Finance income Interest income from banks and other third parties $ 4 $ — Total $ 4 $ — Finance costs Interest expense on debts and borrowings (1) — Interest expense on loans from related parties — (4) Interest expense on lease liabilities (11) (21) Total interest expense (12) (25) Accretion expense on rehabilitation provision 16 (141) (144) Total $ (153) $ (169) Finance costs – net $ (149) $ (169) | 8. Finance income and costs US$ thousand Notes 2022 2021 Finance income Interest income from banks and other third parties 6 3 Total 6 3 Finance costs Interest expense on debts and borrowings (12) (3) Interest expense on lease liabilities (67) (62) Total interest expense (79) (65) Accretion expense on rehabilitation provision 16 (851) (465) Total (930) (530) Finance costs – net (924) (527) | 8. Finance income and costs US$thousand Notes 2021 2020 Finance income Interest income from banks and other third parties 3 9 Total 3 9 Finance costs Interest expense on debts and borrowings (3) — Interest expense on lease liabilities (62) (316) Total interest expense (65) (316) Accretion expense on rehabilitation provision 16 (465) (477) Total (530) (793) Finance costs – net (527) (784) |
Income taxes_2_3
Income taxes | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | |||
Income taxes | 9. Income taxes Income taxes consist of the following: Three months ended March 31 US$ thousand 2023 2022 Current income tax expense $ (2,621) $ (15,237) Total income tax expense $ (2,621) $ (15,237) Deferred income tax (expense)/benefit $ (1,359) $ 2,264 Total deferred income tax (expense)/benefit $ (1,359) $ 2,264 Total income tax expense reported in the interim condensed statement of profit or loss $ (3,981) $ (12,973) Reconciliation of income tax expense and the accounting profit multiplied by Australia’s domestic tax rate: US$ thousand 2023 2022 Profit before income taxes $ 9,083 $ 26,512 Income tax expense calculated at the Australian income tax rate of 30% (2022: 30%) (2,725) (7,954) Tax effects of: Movement in uncertain tax position (1,256) (5,019) Income tax expense $ (3,981) $ (12,973) Income tax judgements and uncertain tax liabilities The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its reasonable estimate of these tax liabilities, including related penalty and interest charges. The estimate consists of a transfer pricing matter, in respect of the price charged for commodity sales to Glencore International AG (refer to note 5), that has been open for a number of years and may take several more years to resolve. In recognizing a provision for these taxation exposures, consideration was given to the range of possible outcomes to determine the Company’s best estimate of the amount to provide. As at March 31, 2023 the Company has recognized $49,011 thousand (2022: $47,755 thousand) of uncertain tax liabilities related to possible adverse outcomes of this matter, and income tax payable through a related party loan with Glencore Investment via parent net investment, the head entity of the tax consolidated group (see note 21). The increase in the liability associated with the transfer pricing matter during the three months ended March 31, 2023 of $1,256 thousand (March 31, 2022: $5,019 thousand) reflects the outcome of the latest estimate by the Company, relevant court rulings, and other factual developments. | 9. Income taxes Income taxes consist of the following: US$ thousand 2022 2021 Current income tax (expense)/benefit (19,125) 100,858 Adjustments in respect of current income tax (1,899) (1,275) Total income tax (expense)/benefit (21,024) 99,583 Deferred income tax benefit/(expense) 3,622 (1,638) Adjustments in respect of prior year deferred income tax 1,687 2,114 Total deferred income tax benefit 5,309 476 Total income tax (expense)/benefit reported in the statement of profit or loss (15,715) 100,059 Reconciliation of income tax (expense)/benefit and the accounting profit multiplied by Australia’s domestic tax rate: US$ thousand 2022 2021 Profit before income taxes 10,356 66,436 Income tax expense calculated at the Australian income tax rate of 30% (2021: 30%) (3,107) (19,931) Tax effects of: Movement in uncertain tax positions (12,395) 118,846 Utilization and changes in recognition of tax losses and temporary differences — 305 Adjustments in respect of prior years (213) 839 Income tax (expense)/benefit (15,715) 100,059 9. Income taxes (continued) Deferred taxes Deferred taxes as at December 31, 2022 and 2021 are attributable to the items in the table below: Recognized US$ thousand 2022 in profit or loss 2021 Deferred tax liabilities Depreciation and amortization (19,280) 3,092 (22,372) Provisions and payables 10,611 (1,037) 11,648 Receivables and consumables (82) 3,253 (3,335) Total (8,750) 5,309 (14,059) Total deferred tax – net (8,750) 5,309 (14,059) Recognized US$ thousand 2021 in profit or loss 2020 Deferred tax liabilities Depreciation and amortization (22,372) 4,039 (26,411) Provisions and payables 11,648 1,495 10,153 Receivables and consumables (3,335) (5,058) 1,723 Total (14,059) 476 (14,535) Total deferred tax – net (14,059) 476 (14,535) Income tax judgements and uncertain tax liabilities The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its reasoned estimate of these tax liabilities, including related penalty and interest charges. The estimate consists of a transfer pricing matter, in respect of the price charged for commodity sales to Glencore International AG (refer to note 5), that has been open for a number of years and may take several more years to resolve. In recognizing a provision for the taxation exposures, consideration was given to the range of possible outcomes to determine the Company’s best estimate of the amount to provide. As at December 31, 2022, the Company has recognized $47,755 thousand (2021: $35,360 thousand) of uncertain tax liabilities related to possible adverse outcomes of this matter, and income tax payable through a related party loan with Glencore Investment Pty Limited via parent net investment, the head entity of the tax consolidated group (see note 2.15 ‘Income taxes’ and note 22). The increase in the liability during the year of $12,395 thousand (2021: reduction in liability of $118,846 thousand) has been calculated based on the latest estimate by the Company, relevant court rulings, and other factual developments. The reduction in the prior year reflects the resolution of the matter in favour of the Company for certain years following court judgements determining that the price the Company received for the sale of copper concentrate was within an arm’s length range. | 9. Income taxes Income taxes consist of the following: US$thousand 2021 2020 Current income tax benefit/(expense) 100,858 (33,602) Adjustments in respect of current income tax (1,275) (3,018) Total income tax benefit/(expense) 99,583 (36,620) Deferred income tax (expense)/benefit (1,638) 4,318 Adjustments in respect of prior year deferred income tax 2,114 1,261 Total deferred income tax benefit 476 5,579 Total income tax benefit/(expense) reported in the statement of profit or loss 100,059 (31,041) Reconciliation of income tax benefit/(expense) and the accounting profit multiplied by Australia’s domestic tax rate: US$thousand 2021 2020 Profit before income taxes 66,436 1,904 Income tax expense calculated at the Australian income tax rate of 30% (2020: 30%) (19,931) (571) Tax effects of: Movement in uncertain tax positions 118,846 (28,712) Utilization and changes in recognition of tax losses and temporary differences 305 — Adjustments in respect of prior years 839 (1,758) Income tax benefit/(expense) 100,059 (31,041) Deferred taxes Deferred taxes as at December 31, 2021 and 2020 are attributable to the items in the table below: Recognized US$thousand 2021 in profit or loss 2020 Deferred tax liabilities Depreciation and amortization (22,372) 4,039 (26,411) Provisions and payables 11,648 1,495 10,153 Receivables and consumables (3,335) (5,058) 1,723 Total (14,059) 476 (14,535) Total deferred tax – net (14,059) 476 (14,535) Recognized US$thousand 2020 in profit or loss 2019 Deferred tax liabilities Depreciation and amortization (26,411) 4,460 (30,871) Provisions and payables 10,153 40 10,113 Receivables and consumables 1,723 1,079 644 Total (14,535) 5,579 (20,114) Total deferred tax – net (14,535) 5,579 (20,114) Income tax judgements and uncertain tax liabilities The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its reasoned estimate of these tax liabilities, including related penalty and interest charges. The estimate consists of a transfer pricing matter, in respect of the price charged for commodity sales to Glencore International AG (refer to note 5), that has been open for a number of years and may take several more years to resolve. In recognizing a provision for the taxation exposures, consideration was given to the range of possible outcomes to determine the Company’s best estimate of the amount to provide. As at December 31, 2021, the Company has recognized $35,360 thousand (2020: $154,206 thousand; January 1, 2020: $125,494 thousand) of uncertain tax liabilities related to possible adverse outcomes of this matter, and income tax payable through a related party loan with Glencore Investment Pty Limited via parent net investment, the head entity of the tax consolidated group (see note 2.16 ‘Income taxes’ and note 22). The reduction in the liability during the year of $118,846 thousand (2020: increase in liability of $28,712 thousand) reflects the resolution of the transfer pricing matter in favour of the Company for certain years following court judgements determining that the price the Company received for the sale of copper concentrate was within an arm’s length range. The remaining balance has been calculated based on the latest estimate by the Company, relevant court rulings, and other factual developments. |
Trade and other receivables_2_3
Trade and other receivables | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade and other receivables | |||
Trade and other receivables | 10. Trade and other receivables US$ thousand Notes March 31, 2023 December 31, 2022 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 21 $ — $ 9,052 Other receivables Financial assets at amortized cost Other receivables 1 1 Non-financial instruments Indirect tax receivable 1,647 3,179 Total other receivables $ 1,648 $ 3,180 The average credit period on sales of goods on credit is nil The Company determines the expected credit loss on receivables based on different scenarios of probability of default and expected loss applicable to each of the material underlying balances. The Company has determined that the expected credit loss is immaterial as all related party balances are effectively supported by the Parent and no material anticipated losses will occur. | 10. Trade and other receivables US$ thousand Notes 2022 2021 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 22 9,052 2,551 Other receivables Financial assets at amortized cost Other receivables 1 141 Non-financial instruments Indirect tax receivable 3,179 3,606 Total other receivables 3,180 3,747 The average credit period on sales of goods on credit is 16 days (2021: 3 days). The carrying value of trade receivables approximates fair value. The Company determines the expected credit loss on receivables based on different scenarios of probability of default and expected loss applicable to each of the material underlying balances. The Company has determined that the expected credit loss is immaterial as all related party balances are effectively supported by the Parent and no material anticipated losses will occur. | 10. Trade and other receivables January 1, US$thousand Notes 2021 2020 2020 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 22 2,551 8,861 6,718 Other receivables Financial assets at amortized cost Other receivables 141 167 1,351 Non-financial instruments Indirect tax receivable 3,606 2,481 1,648 Total other receivables 3,747 2,648 2,999 The average credit period on sales of goods on credit is 3 days (2020: 9 days). The carrying value of trade receivables approximates fair value. The Company determines the expected credit loss on receivables based on different scenarios of probability of default and expected loss applicable to each of the material underlying balances. The Company has determined that the expected credit loss is immaterial as all related party balances are effectively supported by the Parent and no material anticipated losses will occur. |
Inventories_2_3
Inventories | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventories | |||
Inventories | 11. Inventories US$ thousand March 31, 2023 December 31, 2022 Current Supplies and consumables $ 14,154 $ 12,595 Work in progress 129 670 Finished goods 7,132 9,774 Total current $ 21,415 $ 23,039 Non-current Supplies and consumables $ 334 $ 354 Total non-current $ 334 $ 354 Total $ 21,749 $ 23,393 The cost of inventories recognized as an expense within cost of goods sold during the three months ended March 31, 2023 was $10,041 thousand (2022: $6,569 thousand). All inventories are valued at the lower of cost or net realizable value. At 2023 all inventory is measured at cost (2022: at cost). Non-current inventories are not expected to be utilized or sold within 12 months, based on historical usage, and are therefore classified as non-current inventory. | 11. Inventories US$ thousand 2022 2021 Current Supplies and consumables (1) 12,595 9,593 Work in progress 670 1,013 Finished goods 9,774 14,248 Total current 23,039 24,854 Non-current Supplies and consumables (1) 354 431 Total non-current 354 431 Total 23,393 25,285 (1) Net reversal of the write down of inventories for obsolete and slow moving stock of $1,580 thousand for the year (2021: $165 thousand). The cost of inventories recognized as an expense within cost of goods sold during the year was $28,204 thousand (2021: $34,897 thousand). The inventory write off recognised as an expense during the year was $715 thousand (2021: $nil). All inventories are valued at the lower of cost or net realizable value. At 2022 all inventory is measured at cost (2021: at cost). Non-current inventories are not expected to be utilized or sold within 12 months, based on historical usage, and are therefore classified as non-current inventory. | 11. Inventories January 1, US$thousand 2021 2020 2020 Current Supplies and consumables (1) 9,593 7,551 5,786 Work in progress 1,013 2,236 3,783 Finished goods 14,248 6,802 5,032 Total current 24,854 16,589 14,601 Junuary 1, US$thousand 2021 2020 2020 Non-current Supplies and consumables (1) 431 565 518 Total non-current 431 565 518 Total 25,285 17,154 15,119 (1) Net reversal of the write down of inventories for obsolete and slow moving stock of $165 thousand for the year (2020: write down of $228 thousand; January 1, 2020: reversal of write down of $30 thousand). The cost of inventories recognized as an expense within cost of goods sold during the year was $34,897 thousand (2020: $33,356 thousand). All inventories are valued at the lower of cost or net realizable value. At 2021 all inventory is measured at cost (2020: at cost). Non-current inventories are not expected to be utilized or sold within 12 months, based on historical usage, and are therefore classified as non-current inventory. |
Property, plant and equipment_9
Property, plant and equipment, net | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment, net | |||
Property, plant and equipment, net | 12. Property, plant and equipment, net Freehold land Plant and Right-of-use Mine US$ thousand Notes and buildings equipment assets development Total Net book value At January 1, 2023 $ 1,247 $ 201,133 $ 899 $ 218,947 $ 422,226 Depreciation 6 (65) (7,218) (352) (4,061) (11,696) Additions — 4,141 — 9,239 13,380 At March 31, 2023 $ 1,182 $ 198,056 $ 547 $ 224,125 $ 423,910 Plant and equipment includes expenditure for construction in progress of $87,805 thousand (2022: $86,191 thousand). Through management’s review of internal and external factors, no indicators of impairment existed in 2023 and 2022. | 12. Property, plant and equipment, net 2022 Freehold Right-of- land and Plant and use Mine US$ thousand Notes buildings equipment assets development Total Cost As at January 1, 2022 8,873 477,079 2,135 457,099 945,186 Additions — 56,068 970 20,717 77,755 Disposals — (157) — — (157) Other movements (1) — (10,405) — 8,053 (2,352) As at December 31, 2022 8,873 522,585 3,105 485,869 1,020,432 Accumulated depreciation and impairment: As at January 1, 2022 7,097 289,270 886 249,762 547,015 Depreciation 6 529 32,319 1,320 17,160 51,328 Disposals — (137) — — (137) As at December 31, 2022 7,626 321,452 2,206 266,922 598,206 Net book value as at December 31, 2022 1,247 201,133 899 218,947 422,226 (1) Primarily consists of decreases in rehabilitation costs of $2,352 thousand (plant and equipment). The balance is expenditure for construction in progress carried in plant and equipment and transferred to the respective asset category when brought in to use. Plant and equipment include expenditure for construction in progress of $86,191 thousand (2021: $56,571 thousand). Included in cost of goods sold, is an estimated amount of $nil (2021: $23,238 thousand) relating to certain CWIP costs which, due to financial reporting system limitations within the CWIP module and resulting lack of documentation supporting the capitalization of these costs related to production, have been expensed in the respective periods. Through management’s review of internal and external factors, no indicators of impairment existed in 2022 and 2021. As at December 31, 2022, the Company is committed to $1,200 thousand (2021: $270 thousand) of short-term lease payments. 12. Property, plant and equipment, net (continued) 2021 Freehold Right-of- land and Plant and use Mine US$ thousand Notes buildings equipment assets development Total Cost As at January 1, 2021 8,986 444,611 177 443,819 897,593 Additions — 24,225 1,958 6,663 32,846 Disposals — (8,202) — — (8,202) Other movements (1) (113) 16,445 — 6,617 22,949 As at December 31, 2021 8,873 477,079 2,135 457,099 945,186 Accumulated depreciation and impairment: As at January 1, 2021 6,394 264,296 65 231,681 502,436 Depreciation 6 703 32,645 821 18,093 52,262 Disposals — (8,202) — — (8,202) Other movements (1) — 531 — (12) 519 As at December 31, 2021 7,097 289,270 886 249,762 547,015 Net book value as at December 31, 2021 1,776 187,809 1,249 207,337 398,171 (1) Primarily consists of increases in rehabilitation costs of $24,056 thousand (plant and equipment) offset by $1,107 thousand of other reclassifications within the various property, plant and equipment headings. The balance is expenditure for construction in progress carried in plant and equipment and transferred to the respective asset category when brought in to use. | 12. Property, plant and equipment, net 2021 Freehold Right-of- land and Plant and use Mine US$thousand Notes buildings equipment assets development Total Cost At January 1, 2021 8,986 444,611 177 443,819 897,593 Additions — 24,225 1,958 6,663 32,846 Disposals — (8,202) — — (8,202) Other movements (1) (113) 16,445 — 6,617 22,949 At December 31, 2021 8,873 477,079 2,135 457,099 945,186 Accumulated depreciation and impairment: At January 1, 2021 6,394 264,296 65 231,681 502,436 Depreciation 6 703 32,645 821 18,093 52,262 Disposals — (8,202) — — (8,202) Other movements (1) — 531 — (12) 519 At December 31, 2021 7,097 289,270 886 249,762 547,015 Net book value at December 31, 2021 1,776 187,809 1,249 207,337 398,171 (1) Primarily consists of increases in rehabilitation costs of $24,056 thousand (plant and equipment) offset by $1,107 thousand of other reclassifications within the various property, plant and equipment headings. Expenditure for construction in progress is carried in plant and equipment and is transferred to the respective category when brought in to use. Plant and equipment include expenditure for construction in progress of $56,571 thousand (2020: $21,819 thousand; January 1, 2020: $21,630 thousand). Included in cost of goods sold, is an estimated amount of $23,238 thousand (2020: $11,705 thousand) relating to certain CWIP costs which, due to financial reporting system limitations within the CWIP module and resulting lack of documentation supporting the capitalization of these costs related to production, have been expensed in the respective periods. Through management’s review of internal and external factors, no indicators of impairment existed in 2021 and 2020. At December 31, 2021, the Company is committed to $270 thousand (2020: $863 thousand) of short-term lease payments. 2020 Freehold Right-of- land and Plant and use Mine US$thousand Notes buildings equipment assets development Total Cost At January 1, 2020 15,836 402,089 13,395 421,939 853,259 Additions — 57,004 176 — 57,180 Disposals (35) (1,256) (9,955) (180) (11,426) Other movements (1) (6,815) (13,226) (3,439) 22,060 (1,420) At December 31, 2020 8,986 444,611 177 443,819 897,593 Accumulated depreciation and impairment: At January 1, 2020 11,121 229,019 6,079 209,345 455,564 Depreciation 6 392 30,191 2,335 22,515 55,433 Disposals (35) (1,127) (7,220) (179) (8,561) Other movements (1) (5,084) 6,213 (1,129) — — At December 31, 2020 6,394 264,296 65 231,681 502,436 Net book value at December 31, 2020 2,592 180,315 112 212,138 395,157 (1) Primarily consists of increases in rehabilitation costs of $423 thousand (plant and equipment) and reclassifications within the various property, plant and equipment headings. |
Intangible assets, net_2_3
Intangible assets, net | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets, net | |||
Intangible assets, net | 13. Intangible assets, net Licences and software The Company has immaterial intangible assets with a net book value at March 31, 2023 of $721 thousand (2022: $747 thousand). These intangible assets include licences and ERP software with the IP rights being held by the Parent, and the Company paying for the use of its own instance of the software. | 13. Intangible assets, net Licences and software The Company has immaterial intangible assets with a net book value as at December 31, 2022 of $747 thousand (2021: $947 thousand). These intangible assets include licences and ERP software with the IP rights being held by the Parent, and the Company paying for the use of its own instance of the software. | 13. Intangible assets, net Licences and software The Company has immaterial intangible assets with a net book value at December 31, 2021 of $947 thousand (2020: $100 thousand; January 1, 2020: nil). These intangible assets include licences and ERP software with the IP rights being held by the Parent, and the Company paying for the use of its own instance of the software. |
Trade and other payables_2_3
Trade and other payables | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade and other payables | |||
Trade and other payables | 14. Trade and other payables US$ thousand Notes March 31, 2023 December 31, 2022 Financial liabilities at amortized cost Trade payables due to third parties $ 10,734 $ 21,139 Trade payables due to related parties 21 1,720 799 Other payables Financial liabilities at amortized cost Mining royalty payable 1,871 1,757 Accrued expenses 4,612 4,803 Total other payables $ 6,483 $ 6,560 Trade payables are obligations to pay for goods and services. Trade payables have an average payment period of 17 days (2022: 23 days) depending on the type of goods and services and the geographic area in which the purchase transaction occurs and the agreed terms. The carrying value of trade payables approximates fair value. | 14. Trade and other payables US$ thousand Notes 2022 2021 Financial liabilities at amortized cost Trade payables due to third parties 21,139 9,482 Trade payables due to related parties 22 799 652 Other payables Financial liabilities at amortized cost Mining royalty payable 1,757 2,617 Accrued expenses 4,803 5,838 Total other payables 6,560 8,455 Trade payables are obligations to pay for goods and services. Trade payables have an average payment period of 23 days depending on the type of goods and services and the geographic area in which the purchase transaction occurs and the agreed terms. The carrying value of trade payables approximates fair value. | 14. Trade and other payables January 1, US$thousand Notes 2021 2020 2020 Financial liabilities at amortized cost Trade payables due to third parties 9,482 8,656 5,688 Trade payables due to related parties 22 652 — 481 Other payables Financial liabilities at amortized cost Mining royalty payable 2,617 2,119 — Accrued expenses 5,838 11,144 19,454 Total other payables 8,455 13,263 19,454 Trade payables are obligations to pay for goods and services. Trade payables have an average payment period of 25 days depending on the type of goods and services and the geographic area in which the purchase transaction occurs and the agreed terms. The carrying value of trade payables approximates fair value. |
Leases_2_3
Leases | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Leases | 15. Leases Lease liabilities US$ thousand March 31, 2023 December 31, 2022 Current Lease liabilities $ 568 $ 848 Total current $ 568 $ 848 Non-current Lease liabilities 67 128 Total non-current 67 128 Total $ 635 $ 976 Reconciliation of cash flow to movement in lease liabilities Three months ended March 31 US$ thousand 2023 2022 Cash related movements in leases liabilities (1) Payment of lease liabilities $ (346) $ (316) (346) (316) Non-cash related movements in lease liabilities Foreign exchange movements (7) 90 Change in lease liabilities (2) 12 496 5 586 (Decrease)/increase in lease liabilities for the period (341) 270 Total lease liabilities – opening $ 976 $ 1,273 Total lease liabilities – closing $ 635 $ 1,543 (1) See unaudited interim condensed statement of cash flows. (2) 2022 relates to new leases. Right-of-use assets The Company leases several assets including buildings and plant and equipment. As at March 31, 2023 the net book value of recognized right-of-use assets relating to buildings was $411 thousand (2022: $515 thousand) and plant and equipment $136 thousand (2022: $384 thousand). The depreciation charge for the three months ended March 31, 2023 related to those assets was $104 thousand (2022: $61 thousand) and $248 thousand (2022: $248 thousand). Disclosure of amounts recognized as right-of-use assets in the unaudited interim condensed statement of financial position are included within note 12. Amounts recognized in the unaudited interim condensed statement of profit or loss and other comprehensive income are detailed below: Three months ended March 31 US$ thousand 2023 2022 Depreciation on right-of-use assets $ (352) $ (309) Interest expense on lease liabilities (11) (21) Expense relating to variable lease payments not included in the measurement of the lease liability (1) (169) — Expense relating to short-term leases (350) (1,536) Expense relating to low-value leases (1) — Total $ (883) $ (1,866) (1) Relates to variable lease payments on fleet hire based on available hours. | 15. Leases Lease liabilities US$ thousand 2022 2021 Current Lease liabilities 848 1,047 Total current 848 1,047 Non-current Lease liabilities 128 226 Total non-current 128 226 Total 976 1,273 Reconciliation of cash flow to movement in lease liabilities US$ thousand 2022 2021 Cash related movements in leases liabilities (1) Payment of lease liabilities (1,275) (781) Non-cash related movements in lease liabilities Foreign exchange movements (57) (98) Change in lease liabilities (2) 1,035 2,020 978 1,922 (Decrease)/increase in lease liabilities for the year (297) 1,141 Total lease liabilities – opening 1,273 132 Total lease liabilities – closing 976 1,273 (1) See statement of cash flows. (2) In 2022 and 2021 this relates to new leases. Right-of-use assets The Company leases several assets including buildings and plant and equipment. As at December 31, 2022, the net book value of recognized right-of-use assets relating to buildings was $515 thousand (2021: $133 thousand) and plant and equipment $384 thousand (2021: $1,116 thousand). The depreciation charge for the year related to those assets was $329 $991 Disclosure of amounts recognized as right-of-use assets in the statement of financial position are included within note 12. Amounts recognized in the statement of profit or loss and other comprehensive income are detailed below: US$ thousand 2022 2021 Depreciation on right-of-use assets (1,320) (821) Interest expense on lease liabilities (67) (62) Expense relating to short-term leases (132) (2,257) Expense relating to low-value leases (5) (5) Total (1,524) (3,145) | 15. Leases Lease liabilities January 1, US$thousand 2021 2020 2020 Current Lease liabilities 1,047 105 3,054 Total current 1,047 105 3,054 Non-current Lease liabilities 226 27 1,832 Total non-current 226 27 1,832 Total 1,273 132 4,886 Reconciliation of cash flow to movement in lease liabilities US$thousand 2021 2020 Cash related movements in leases liabilities (1) Payment of lease liabilities (781) (2,718) Non-cash related movements in lease liabilities Foreign exchange movements (98) 344 Change in lease liabilities (2) 2,020 (2,380) 1,922 (2,036) Increase/(decrease) in lease liabilities for the year 1,141 (4,754) Total lease liabilities – opening 132 4,886 Total lease liabilities – closing 1,273 132 (1) See statement of cash flows. (2) In 2021 this relates to new leases (2020: lease buy out). Right-of-use assets The Company leases several assets including buildings and plant and equipment. As at December 31, 2021, the net book value of recognized right-of-use assets relating to buildings was $133 thousand (2020: $112 thousand; January 1, 2020: $63 thousand) and plant and equipment $1,116 thousand (2020: $nil; January 1, 2020: $7,253 thousand). The depreciation charge for the year related to those assets was $90 thousand (2020: $128 thousand) and $731 thousand (2020: $2,207 thousand). Disclosure of amounts recognized as right-of-use assets in the statement of financial position are included within note 12. Amounts recognized in the statement of profit or loss and other comprehensive income are detailed below: US$thousand 2021 2020 Depreciation on right-of-use assets (821) (2,335) Interest expense on lease liabilities (62) (316) Expense relating to short-term leases (2,257) (953) Expense relating to low-value leases (5) — Total (3,145) (3,604) |
Provisions_2_3
Provisions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Provisions | |||
Provisions | 16. Provisions Employee Rehabilitation US$ thousand entitlements costs Other Total January 1, 2023 $ 14,277 $ 43,868 $ 53 $ 58,198 Utilised (1,775) — — (1,775) Accretion — 141 — 141 Effect of foreign currency exchange movements (166) 73 (1) (94) Net book value March 31, 2023 $ 12,336 $ 44,082 $ 52 $ 56,470 Current $ 11,548 $ 270 $ 52 $ 11,870 Non-current 788 43,812 — 44,600 Net book value March 31, 2023 $ 12,336 $ 44,082 $ 52 $ 56,470 | 16. Provisions Employee Rehabilitation US$ thousand entitlements costs Other Total January 1, 2022 16,117 44,023 481 60,621 Utilized (941) (166) — (1,107) Released (55) — (430) (485) Accretion — 851 — 851 Additions — — 22 22 Effect of foreign currency exchange movements (844) (840) (20) (1,704) Net book value December 31, 2022 14,277 43,868 53 58,198 Current 13,467 270 53 13,790 Non-current 810 43,598 — 44,408 Net book value December 31, 2022 14,277 43,868 53 58,198 January 1, 2021 15,220 19,637 564 35,421 Utilized (1,497) (135) (162) (1,794) Accretion — 465 — 465 Additions 2,006 24,056 99 26,161 Effect of foreign currency exchange movements 388 — (20) 368 Net book value December 31, 2021 16,117 44,023 481 60,621 Current 15,190 54 481 15,725 Non-current 927 43,969 — 44,896 Net book value December 31, 2021 16,117 44,023 481 60,621 Employee entitlements The employee entitlements provision represents the value of annual leave and long service leave entitlements accrued. The associated expenditure will occur in a pattern consistent with when employees choose to exercise their entitlements with timing of leave taken up to the discretion of the employees. Rehabilitation costs Cobar mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. Cobar conducts its operations to protect public health and the environment and believes its operations are in compliance with applicable laws and regulations in all material respects. As part of the mine closure plans, Cobar is required to provide annual guarantees over the estimated life of the mines, based on a present value approach, and to furnish the funds for the rehabilitation provision. This law requires a review of closing plans every three years. Rehabilitation provision represents the accrued cost required to provide adequate rehabilitation and manage the site during a post-closure phase until surrender of the Mining Lease and sign off by the Environmental Authority. The majority of these costs provide for reshaping and covering waste rock emplacements — generally ensuring the site is left in a safe, stable and non-polluting condition — as well as property holding costs (e.g. Mining Lease rental and Council rates) during the post-closure phase. The bulk of these amounts will be settled when rehabilitation is undertaken over a 3 year period (currently assumed to be started in 2031), with a tail of property holding costs over an approximate 10 year post-closure period. 16. Provisions (continued) As at December 31, 2022, the discount rate applied in calculating the restoration and rehabilitation provision is a pre-tax risk free rate specific to the liability and the currency in which they are denominated as follows: Australian dollar 2.0% (2021: 2.0%). The Company’s own credit risk was not included and no adjustment has been made. The effect of decreasing the discount rates used by 0.5% would result in an increase in the overall rehabilitation provision by $2,266 thousand, with a resulting movement in property, plant and equipment. In the following year, the depreciation expense would increase by some $189 thousand, with an opposite direction interest expense adjustment of $158 thousand. The resulting net impact in the statement of profit or loss and other comprehensive income would be a decrease of $31 thousand, eventually netting to $nil over the settlement date of the provision. Additions to rehabilitation provision relate to changes in estimates. In 2021, rehabilitation provision estimate changes were primarily comprised of $23,388 thousand related to change in cost estimate for increased amount of work required to be completed in tailings dam and storage facilities and other movements for accretion expense of the initial discounting that was applied to the rehabilitation provision to reflect the timing of future retirement cash flows. Other Other comprises provisions for possible legal and other consulting related claims. | 16. Provisions Employee Rehabilitation US$thousand entitlements costs Other Total January 1, 2021 15,220 19,637 564 35,421 Utilized (1,497) (135) (162) (1,794) Accretion — 465 — 465 Additions 2,006 24,056 99 26,161 Effect of foreign currency exchange movements 388 — (20) 368 Net book value December 31, 2021 16,117 44,023 481 60,621 Current 15,190 54 481 15,725 Non-current 927 43,969 — 44,896 Net book value December 31, 2021 16,117 44,023 481 60,621 January 1, 2020 13,907 19,142 — 33,049 Utilized (613) (405) (223) (1,241) Accretion — 477 — 477 Additions 612 423 787 1,822 Effect of foreign currency exchange movements 1,314 — — 1,314 Net book value December 31, 2020 15,220 19,637 564 35,421 Current 14,252 98 564 14,914 Non-current 968 19,539 — 20,507 Net book value December 31, 2020 15,220 19,637 564 35,421 Employee entitlements The employee entitlements provision represents the value of annual leave and long service leave entitlements accrued. The associated expenditure will occur in a pattern consistent with when employees choose to exercise their entitlements with timing of leave taken up to the discretion of the employees. Rehabilitation costs Cobar mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. Cobar conducts its operations to protect public health and the environment and believes its operations are in compliance with applicable laws and regulations in all material respects. As part of the mine closure plans, Cobar is required to provide annual guarantees over the estimated life of the mines, based on a present value approach, and to furnish the funds for the rehabilitation provision. This law requires a review of closing plans every three years. Rehabilitation provision represents the accrued cost required to provide adequate rehabilitation and manage the site during a post-closure phase until surrender of the Mining Lease and sign off by the Environmental Authority. The majority of these costs provide for reshaping and covering waste rock emplacements — generally ensuring the site is left in a safe, stable and non-polluting condition — as well as property holding costs (e.g. Mining Lease rental and Council rates) during the post-closure phase. The bulk of these amounts will be settled when rehabilitation is undertaken over a 3 year period (currently assumed to be started in 2031), with a tail of property holding costs over an approximate 10 year post-closure period. As at December 31, 2021, the discount rate applied in calculating the restoration and rehabilitation provision is a pre-tax risk free rate specific to the liability and the currency in which they are denominated as follows: Australian dollar 2.0% (2020: 2.3%). The Company’s own credit risk was not included and no adjustment has been made. The effect of decreasing the discount rates used by 0.5% would result in an increase in the overall rehabilitation provision by $2,438 thousand, with a resulting movement in property, plant and equipment. In the following year, the depreciation expense would increase by some $203 thousand, with an opposite direction interest expense adjustment of $165 thousand. The resulting net impact in the statement of profit or loss and other comprehensive income would be a decrease of $38 thousand, eventually netting to $nil over the settlement date of the provision. Additions to rehabilitation provision relate to changes in estimates. In 2021, rehabilitation provision estimate changes were primarily comprised of $23,388 thousand related to change in cost estimate for increased amount of work required to be completed in tailings dam and storage facilities and other movements for accretion expense of the initial discounting that was applied to the rehabilitation provision to reflect the timing of future retirement cash flows. In 2020, these changes in estimates were made up of changes due to increased disturbance. Other Other comprises provisions for possible legal and other consulting related claims. |
Financial and capital risk ma_7
Financial and capital risk management | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial and capital risk management | ||
Financial and capital risk management | 17. Financial and capital risk management Financial risk management Financial risks arising in the normal course of business from the Company’s operations comprise market risk (including commodity price risk and currency risk), credit risk and liquidity risk. It is the Company’s policy and practice to identify and, where appropriate and practical, actively manage such risks to support its objectives in managing its capital and future financial security and flexibility. The Company’s finance and risk professionals, working in coordination with the commodity departments and Glencore plc, monitor, manage and report regularly to senior management on the approach and effectiveness in managing financial risks along with the financial exposures facing the Company. Risk Factors The key financial risk factors that arise from the Company’s activities, including the Company’s policies for managing these risks, are outlined below. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: commodity price risk and currency risk. Commodity price risk The Company is exposed to price movements for the inventory it holds and the products it produces which are not held to meet priced forward contract obligations and forward priced sale contracts. The Company has chosen not to hedge against the movement in commodity prices. Sensitivity analysis As at December 31, 2022, the Company has provisionally priced sales. If the commodity prices on provisionally priced sales had been 10% higher/lower and all other variables held constant, the Company’s profit after tax for the year ended December 31, 2022 would increase/decrease by $8,278 thousand (2021: $268 thousand). 17. Financial and capital risk management (continued) Currency risk The U.S. dollar is the functional currency of the entities collectively forming the Company. Currency risk is the risk of loss from movements in exchange rates related to transactions and balances in currencies other than the U.S. dollar. Such transactions include operating expenditure, capital expenditure and to a lesser extent purchases in currencies other than the functional currency. The Company’s operations are located in Australia, therefore operating expenses are incurred predominantly in Australian dollar and U.S. dollar currencies. These transactions are not generally hedged. A weakening of the U.S. dollar against these currencies has a material adverse impact on earnings and cash flow settlement. The Company buys foreign currencies at spot rates to settle local currency operating expenditure and is therefore largely exposed to volatility in exchange rates. The Company’s debt related payments are primarily denominated in U.S. dollars. Sensitivity analysis The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows: 2022 US$ thousand Notes U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 1,286 — 1,316 Trade receivables from related parties 10 9,052 — — 9,052 Other receivables 10 — 3,180 — 3,180 Trade payables 14 (1,853) (19,286) — (21,139) Trade payables to related parties 14 (545) (254) — (799) Other payables 14 (1,047) (5,513) — (6,560) Lease liabilities 15 — (976) — (976) Net debt 5,637 (21,563) — (15,926) 2021 US$ thousand U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 49 — 79 Trade receivables from related parties 10 2,551 — — 2,551 Other receivables 10 — 3,747 — 3,747 Trade payables 14 (100) (9,295) (87) (9,482) Trade payables to related parties 14 (652) — — (652) Other payables 14 (248) (8,207) — (8,455) Lease liabilities 15 — (1,273) — (1,273) Net debt 1,581 (14,979) (87) (13,485) The following table details the Company’s sensitivity to a 10% increase and decrease in the U.S. dollar against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates. 17. Financial and capital risk management (continued) A positive number below indicates an increase in profit and other equity where the U.S. dollar strengthens 10% against the relevant currency. For a 10% weakening of the U.S. dollar against the relevant currency, there would be a comparable impact on the profit and other equity, and the balances below would be negative. 2022 US$ thousand Profit or loss Other equity Australian dollar 2,156 2,156 Total 2,156 2,156 2021 US$ thousand Profit or loss Other equity Australian dollar 1,498 1,498 Other 9 9 Total 1,507 1,507 In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposure does not reflect the exposure during the year. Credit risk Credit risk arises from the possibility that counterparties may not be able to settle obligations due to the Company within their agreed payment terms. Financial assets which potentially expose the Company to credit risk consist principally of cash and cash equivalents and receivables. The Company invests or maintains available cash domestically with the Commonwealth Bank of Australia. As part of its cash management process, the Company regularly monitors the relative credit standing of this institution. See above currency risk for currency split of cash and cash equivalents. During the normal course of business, the Company provides credit to its customer. Although the receivables resulting from these transactions are not collateralised, the Company has not experienced significant problems with the collection of receivables given the Company’s only customer is a related party entity in Switzerland. The Company has only one customer, Glencore International AG, in one country, Switzerland, which represents 100% of trade receivable and total sales Liquidity risk Liquidity risk is the risk that the Company is unable to meet its payment obligations when due, or that it is unable, on an ongoing basis, to borrow funds in the market on an unsecured or secured basis at an acceptable price to fund actual or proposed commitments. Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and availability of adequate committed funding facilities. The Company has available committed funding sources from other financing entities within the Glencore plc group (see note 22). The Company’s credit profile and funding sources ensure that sufficient liquid funds are maintained to meet its liquidity requirements. As part of its liquidity management, the Company closely monitors and plans for its future capital expenditure well ahead of time. As at December 31, 2022, the Company had available cash amounting to $1,316 thousand (2021: $79 thousand). 17. Financial and capital risk management (continued) The maturity profile of the Company’s financial liabilities based on the contractual terms, and associated current financial assets, are as follows: 2022 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 3 28 31 Lease liabilities – undiscounted 2 129 876 1,007 Trade and other payables 14 — — 28,498 28,498 Total 2 132 29,402 29,536 Current financial assets 10,369 10,369 2021 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 2 37 39 Lease liabilities – undiscounted — 228 1,084 1,312 Trade and other payables 14 — — 18,589 18,589 Total — 230 19,710 19,940 Current financial assets 2,771 2,771 Capital risk management The Company’s capital risk is managed by Glencore Operations Australia Pty Limited as it sits within the Parent’s Australian operations. Movements to the parent net investment are treated as capital investments or contributions made by the Parent. | 17. Financial and capital risk management Financial risk management Financial risks arising in the normal course of business from the Company’s operations comprise market risk (including commodity price risk and currency risk), credit risk and liquidity risk. It is the Company’s policy and practice to identify and, where appropriate and practical, actively manage such risks to support its objectives in managing its capital and future financial security and flexibility. The Company’s finance and risk professionals, working in coordination with the commodity departments and Glencore plc, monitor, manage and report regularly to senior management on the approach and effectiveness in managing financial risks along with the financial exposures facing the Company. Risk Factors The key financial risk factors that arise from the Company’s activities, including the Company’s policies for managing these risks, are outlined below. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: commodity price risk and currency risk. Commodity price risk The Company is exposed to price movements for the inventory it holds and the products it produces which are not held to meet priced forward contract obligations and forward priced sale contracts. The Company has chosen not to hedge against the movement in commodity prices. Sensitivity analysis At December 31, 2021, the Company has provisionally priced sales. If the commodity prices on provisionally priced sales had been 10% higher/lower and all other variables held constant, the Company’s profit after tax for the year ended December 31, 2021 would increase/decrease by $268 thousand (2020: $1,148 thousand). Currency risk The U.S. dollar is the functional currency of the entities collectively forming the Company. Currency risk is the risk of loss from movements in exchange rates related to transactions and balances in currencies other than the U.S. dollar. Such transactions include operating expenditure, capital expenditure and to a lesser extent purchases in currencies other than the functional currency. The Company’s operations are located in Australia, therefore operating expenses are incurred predominantly in Australian dollar and U.S. dollar currencies. These transactions are not generally hedged. A weakening of the U.S. dollar against these currencies has a material adverse impact on earnings and cash flow settlement. The Company buys foreign currencies at spot rates to settle local currency operating expenditure and is therefore largely exposed to volatility in exchange rates. The Company’s debt related payments are primarily denominated in U.S. dollars. Sensitivity analysis The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows: 2021 US$ thousand Notes U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 49 — 79 Trade receivables from related parties 10 2,551 — — 2,551 Other receivables 10 — 3,747 — 3,747 Trade payables 14 (100) (9,295) (87) (9,482) Trade payables to related parties 14 (652) — — (652) Other payables 14 (248) (8,207) — (8,455) Lease liabilities 15 — (1,273) — (1,273) Net debt 1,581 (14,979) (87) (13,485) 2020 US$ thousand U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 80 — 110 Trade receivables from related parties 10 8,861 — — 8,861 Other receivables 10 — 2,648 — 2,648 Trade payables 14 — (8,656) — (8,656) Other payables 14 — (13,263) — (13,263) Lease liabilities 15 — (132) — (132) Net debt 8,891 (19,323) — (10,432) January 1, 2020 US$ thousand U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 234 — 264 Trade receivables from related parties 10 6,718 — — 6,718 Other receivables 10 — 2,999 — 2,999 Trade payables 14 (512) (5,176) — (5,688) Trade payables to related parties 14 (481) — — (481) Other payables 14 (1,751) (17,703) — (19,454) Lease liabilities 15 — (4,886) — (4,886) Net debt 4,004 (24,532) — (20,528) The following table details the Company’s sensitivity to a 10% increase and decrease in the U.S. dollar against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit and other equity where the U.S. dollar strengthens 10% against the relevant currency. For a 10% weakening of the U.S. dollar against the relevant currency, there would be a comparable impact on the profit and other equity, and the balances below would be negative. 2021 Profit or Other US$ thousand loss equity Australian dollar 1,498 1,498 Other 9 9 Total 1,507 1,507 2020 Profit or Other US$ thousand loss equity Australian dollar 1,932 1,932 Total 1,932 1,932 January 1, 2020 Profit or Other US$ thousand loss equity Australian dollar 2,453 2,453 Total 2,453 2,453 In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposure does not reflect the exposure during the year. Credit risk Credit risk arises from the possibility that counterparties may not be able to settle obligations due to the Company within their agreed payment terms. Financial assets which potentially expose the Company to credit risk consist principally of cash and cash equivalents and receivables. The Company invests or maintains available cash domestically with the Commonwealth Bank of Australia. As part of its cash management process, the Company regularly monitors the relative credit standing of this institution. See above currency risk for currency split of cash and cash equivalents. During the normal course of business, the Company provides credit to its customer. Although the receivables resulting from these transactions are not collateralised, the Company has not experienced significant problems with the collection of receivables given the Company’s only customer is a related party entity in Switzerland. The Company has only one customer, Glencore International AG, in one country, Switzerland, which represents 100% of trade receivable and total sales Liquidity risk Liquidity risk is the risk that the Company is unable to meet its payment obligations when due, or that it is unable, on an ongoing basis, to borrow funds in the market on an unsecured or secured basis at an acceptable price to fund actual or proposed commitments. Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and availability of adequate committed funding facilities. The Company has available committed funding sources from other financing entities within the Glencore plc group (see note 22). The Company’s credit profile and funding sources ensure that sufficient liquid funds are maintained to meet its liquidity requirements. As part of its liquidity management, the Company closely monitors and plans for its future capital expenditure well ahead of time. As at December 31, 2021, the Company had available cash amounting to $79 thousand (2020: $110 thousand; January 1, 2020: $264 thousand). The maturity profile of the Company’s financial liabilities based on the contractual terms, and associated current financial assets, are as follows: 2021 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 2 37 39 Lease liabilities – undiscounted — 228 1,084 1,312 Trade and other payables 14 — — 18,589 18,589 Total — 230 19,710 19,940 Current financial assets 2,771 2,771 2020 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 2 5 7 Lease liabilities – undiscounted — 29 110 139 Trade and other payables 14 — — 21,919 21,919 Total — 31 22,034 22,065 Current financial assets 9,138 9,138 January 1, 2020 After Due Due US$ thousand Notes 2 years 1-2 years 0-1 year Total Expected future interest payments — 348 523 871 Lease liabilities – undiscounted — 2,180 3,577 5,757 Trade and other payables 14 — — 25,623 25,623 Total — 2,528 29,723 32,251 Current financial assets 8,333 8,333 Capital risk management The Company’s capital risk is managed by Glencore Operations Australia Pty Limited as it sits within the Parent’s Australian operations. Movements to the parent net investment are treated as capital investments or contributions made by the Parent. |
Financial instruments_2_3
Financial instruments | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial instruments | |||
Financial instruments | 17. Financial instruments Fair value of financial instruments The following tables present the carrying values and fair values of the Company’s financial instruments. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal market at the measurement date under current market conditions. Where available market rates have been used to determine fair values. When market values are not available, fair values have been calculated by discounting expected cash flows at prevailing market interest and exchange rates. The estimated fair values have been determined using market information and appropriate valuation methodologies but are not necessarily indicative of the amounts that the Company could realize in the normal course of business. The financial assets and liabilities are presented by class in the tables below at their carrying values, which generally approximate the fair values. 2023 US$ thousand Notes Amortized cost FVTPL (1) Total Assets Other receivables 10 $ 1 $ — $ 1 Total financial assets $ 1 $ — $ 1 Liabilities Trade payables 14 $ 10,734 $ — $ 10,734 Trade payables to related parties 14 1,720 — 1,720 Other payables 14 6,483 — 6,483 Lease liabilities 15 635 — 635 Total financial liabilities $ 19,572 $ — $ 19,572 (1) FVTPL — Fair value through profit or loss. 2022 US$thousand Notes Amortized cost FVTPL (1) Total Assets Trade receivables from related parties 10 $ — $ 9,052 $ 9,052 Other receivables 10 1 - 1 Total financial assets $ 1 $ 9,052 $ 9,503 Liabilities Trade payables 14 $ 21,139 $ — $ 21,139 Trade payables to related parties 14 799 — 799 Other payables 14 6,560 — 6,560 Lease liabilities 15 976 — 976 Total financial liabilities $ 29,474 $ — $ 29,474 (1) FVTPL - Fair value through profit or loss. | 18. Financial instruments Fair value of financial instruments The following tables present the carrying values and fair values of the Company’s financial instruments. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal market at the measurement date under current market conditions. Where available market rates have been used to determine fair values. When market values are not available, fair values have been calculated by discounting expected cash flows at prevailing market interest and exchange rates. The estimated fair values have been determined using market information and appropriate valuation methodologies but are not necessarily indicative of the amounts that the Company could realize in the normal course of business. 18. Financial instruments (Continued) The financial assets and liabilities are presented by class in the tables below at their carrying values, which generally approximate the fair values. 2022 Amortized US$ thousand Notes cost FVTPL (1) Total Assets Trade receivables from related parties 10 — 9,052 9,052 Other receivables 10 1 — 1 Total financial assets 1 9,052 9,053 Liabilities Trade payables 14 21,139 — 21,139 Trade payables to related parties 14 799 — 799 Other payables 14 6,560 — 6,560 Lease liabilities 15 976 — 976 Total financial liabilities 29,474 — 29,474 (1) FVTPL — Fair value through profit or loss. 2021 Amortized US$ thousand Notes cost FVTPL (1) Total Assets Trade receivables from related parties 10 — 2,551 2,551 Other receivables 10 141 — 141 Total financial assets 141 2,551 2,692 Liabilities Trade payables 14 9,482 — 9,482 Trade payables to related parties 14 652 — 652 Other payables 14 8,455 — 8,455 Lease liabilities 15 1,273 — 1,273 Total financial liabilities 19,862 — 19,862 (1) FVTPL — Fair value through profit or loss . | 18. Financial instruments Fair value of financial instruments The following tables present the carrying values and fair values of the Company’s financial instruments. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal market at the measurement date under current market conditions. Where available market rates have been used to determine fair values. When market values are not available, fair values have been calculated by discounting expected cash flows at prevailing market interest and exchange rates. The estimated fair values have been determined using market information and appropriate valuation methodologies but are not necessarily indicative of the amounts that the Company could realize in the normal course of business. The financial assets and liabilities are presented by class in the tables below at their carrying values, which generally approximate the fair values. 2021 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 79 — 79 Trade receivables from related parties 10 — 2,551 2,551 Other receivables 10 141 — 141 Total financial assets 220 2,551 2,771 Liabilities Trade payables 14 9,482 — 9,482 Trade payables to related parties 14 652 — 652 Other payables 14 8,455 — 8,455 Lease liabilities 15 1,273 — 1,273 Total financial liabilities 19,862 — 19,862 (1) FVTPL — Fair value through profit or loss. 2020 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 110 — 110 Trade receivables from related parties 10 — 8,861 8,861 Other receivables 10 167 — 167 Total financial assets 277 8,861 9,138 Liabilities Trade payables 14 8,656 — 8,656 Other payables 14 13,263 — 13,263 Lease liabilities 15 132 — 132 Total financial liabilities 22,051 — 22,051 (1) FVTPL — Fair value through profit or loss. January 1, 2020 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 264 — 264 Trade receivables from related parties 10 — 6,718 6,718 Other receivables 10 1,351 — 1,351 Total financial assets 1,615 6,718 8,333 Liabilities Trade payables 14 5,688 — 5,688 Trade payables to related parties 14 481 481 Other payables 14 19,454 19,454 Lease liabilities 15 4,886 — 4,886 Total financial liabilities 30,509 — 30,509 (1) FVTPL — Fair value through profit or loss. |
Fair value measurements_2_3
Fair value measurements | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair value measurements | |||
Fair value measurements | 18. Fair value measurements Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/outflows. Some of the Company’s financial assets are measured at fair value at the end of each reporting period. 2023 US$thousand Notes Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents $ 406 $ — $ — $ 406 Total $ 406 $ — $ — $ 406 2022 US$thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents $ 1,316 $ — $ — $ 1,316 Trade receivables 10 — 9,052 — 9,052 Total $ 1,316 $ 9,052 $ — $ 10,368 During the three months ended March 31, 2023 no amounts were transferred between Level 1 and Level 2 of the fair value hierarchy and no amounts were transferred into or out of Level 3 of the fair value hierarchy for either other financial assets or other financial liabilities. | 19. Fair value measurements Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/ outflows. Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The below tables show the fair values of assets measured at fair value on a recurring basis: 2022 US$ thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 1,316 — — 1,316 Trade receivables — 9,052 — 9,052 Total 1,316 9,052 — 10,368 2021 US$ thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 79 — — 79 Trade receivables — 2,551 — 2,551 Total 79 2,551 — 2,630 During the year no amounts were transferred between Level 1 and Level 2 of the fair value hierarchy and no amounts were transferred into or out of Level 3 of the fair value hierarchy for either other financial assets or other financial liabilities. | 19. Fair value measurements Fair values are primarily determined using quoted market prices or standard pricing models using observable market inputs where available and are presented to reflect the expected gross future cash in/outflows. Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The below tables show the fair values of assets measured at fair value on a recurring basis: 2021 US$thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 79 — — 79 Trade receivables — 2,551 — 2,551 Total 79 2,551 — 2,630 2020 US$thousand Level 1 Level 2 Level 3 Total Cash and cash equivalents 110 — — 110 Trade receivables — 8,861 — 8,861 Total 110 8,861 — 8,971 January 1, 2020 US$thousand Level 1 Level 2 Level 3 Total Cash and cash equivalents 264 — — 264 Trade receivables — 6,718 — 6,718 Total 264 6,718 — 6,982 During the year no amounts were transferred between Level 1 Level |
Commitments_2_3
Commitments | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments | |||
Commitments | 19. Commitments Capital commitments Capital expenditure for the acquisition of property, plant and equipment is generally funded through the cash flow generated by the business. As at March 31, 2023 $15,204 thousand (2022: $15,791 thousand), of which 99% (2022: 99%) relates to expenditure to be incurred over the next year, was contractually committed for the acquisition of plant and equipment. This capital expenditure primarily relates to the underground mining fleet. | 20. Commitments Capital commitments Capital expenditure for the acquisition of property, plant and equipment is generally funded through the cash flow generated by the business. As at December 31, 2022, $15,791 thousand (2021: $44,315 thousand), of which 99% (2021: 17%) relates to expenditure to be incurred over the next year, was contractually committed for the acquisition of plant and equipment. This capital expenditure primarily relates to the underground mining fleet. | 20. Commitments Capital commitments Capital expenditure for the acquisition of property, plant and equipment is generally funded through the cash flow generated by the business. As at December 31, 2021, $44,315 thousand (2020: $2,448 thousand), of which 17% (2020: 60%) relates to expenditure to be incurred over the next year, was contractually committed for the acquisition of plant and equipment. This capital expenditure primarily relates to the underground mining fleet. |
Contingent liabilities_2_3
Contingent liabilities | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contingent liabilities | |||
Contingent liabilities | 20. Contingent liabilities The Company is subject to various claims which arise in the ordinary course of business as detailed below. These contingent liabilities are reviewed on a regular basis and where practical an estimate is made of the potential financial impact on the Company. Environmental contingencies The Company’s operations are subject to various environmental laws and regulations. The Company is in material compliance with those laws and regulations. The Company accrues for environmental contingencies when such contingencies are probable and reasonably estimable. Such accruals are adjusted as new information develops or circumstances change. Recoveries of environmental remediation costs from insurance companies and other parties are recorded as assets when the recoveries are virtually certain. At this time, the Company is unaware of any material environmental incidents at the CSA mine. Any potential liability arising from the above is not expected to have a material adverse effect on its income, financial position or cash flows. Bank payment guarantees for rehabilitation The Company has entered into various bank and performance guarantees equivalent to the estimated total amount required to fulfil any rehabilitation costs associated with mining activities. These are in the ordinary course of business. As at March 31, 2023, the total value of the guarantees is $24,730 thousand (AU$36,891 thousand) (2022: $25,101 thousand (AU$36,891 thousand)). The obligations, to which the guarantees relate, have been provided for on the balance sheet under provisions. | 21. Contingent liabilities The Company is subject to various claims which arise in the ordinary course of business as detailed below. These contingent liabilities are reviewed on a regular basis and where practical an estimate is made of the potential financial impact on the Company. Environmental contingencies The Company’s operations are subject to various environmental laws and regulations. The Company is in material compliance with those laws and regulations. The Company accrues for environmental contingencies when such contingencies are probable and reasonably estimable. Such accruals are adjusted as new information develops or circumstances change. Recoveries of environmental remediation costs from insurance companies and other parties are recorded as assets when the recoveries are virtually certain. At this time, the Company is unaware of any material environmental incidents at its CSA mine. Any potential liability arising from the above is not expected to have a material adverse effect on its combined income, financial position or cash flows. 21. Contingent liabilities (continued) Bank payment guarantees for rehabilitation The Company has entered into various bank and performance guarantees equivalent to the estimated total amount required to fulfil any rehabilitation costs associated with mining activities. These are in the ordinary course of business. As at December 31, 2022 the total value of the guarantees is AU$36,891 thousand (2021: AU$36,903 thousand). The obligations, to which the guarantees relate, have been provided for on the balance sheet under provisions (see note 16). | 21. Contingent liabilities The Company is subject to various claims which arise in the ordinary course of business as detailed below. These contingent liabilities are reviewed on a regular basis and where practical an estimate is made of the potential financial impact on the Company. Environmental contingencies The Company’s operations are subject to various environmental laws and regulations. The Company is in material compliance with those laws and regulations. The Company accrues for environmental contingencies when such contingencies are probable and reasonably estimable. Such accruals are adjusted as new information develops or circumstances change. Recoveries of environmental remediation costs from insurance companies and other parties are recorded as assets when the recoveries are virtually certain. At this time, the Company is unaware of any material environmental incidents at its CSA mine. Any potential liability arising from the above is not expected to have a material adverse effect on its combined income, financial position or cash flows. Bank payment guarantees for rehabilitation The Company has entered into various bank and performance guarantees equivalent to the estimated total amount required to fulfil any rehabilitation costs associated with mining activities. These are in the ordinary course of business. As at December 31, 2021 the total value of the guarantees is AU$36,903 thousand (2020: AU$36,913 thousand). The obligations, to which the guarantees relate, have been provided for on the balance sheet under provisions (see note 16). |
Relationship with Parent and _9
Relationship with Parent and related entities | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Relationship with Parent and related entities | |||
Relationship with Parent and related entities | 21. Relationship with Parent and related entities Allocation of general corporate expenses Historically, the Company has been managed and operated with the assistance of personnel employed by Glencore Australia Holdings Pty Limited (“Glencore Australia Holdings”), a wholly owned subsidiary of the Parent. Accordingly, certain shared costs have been recharged to the Company and reflected as expenses in the unaudited interim condensed financial statements. Management believes the allocation methodologies are a reasonable reflection of the utilization of services provided to or the benefits received by the Company during the periods presented. The expenses reflected in the unaudited interim condensed statement of profit or loss and other comprehensive income may not be indicative of expenses that will be incurred by the Company in the future. Glencore Australia Holdings provides certain services, which include, but are not limited to, executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology, and other corporate departments. Centralized cash management Glencore Australia Holdings has a centralized cash management arrangement where, on a periodic basis, excess cash balances with certain affiliated entities including Cobar are swept to Glencore Australia Holdings and mixed with cash from other affiliated entities. Cobar also participates in Glencore Australia Holdings notional cash pooling arrangements with Commonwealth Bank of Australia (the “Group Limit Facility”). This permits individual bank accounts participating in the Group Limit Facility to be overdrawn as long as consolidated funds across the entire Group Limit Facility is net positive. For purpose of the financial statements, cash only included dedicated bank accounts in the legal name of Cobar. Loans with related parties All transactions and balances between Cobar and the Parent during the period prior to the carve-out, which were not historically settled in cash, were considered to be effectively settled in cash in the unaudited interim condensed financial statements at the time the transaction was recorded. The total net effect of the settlement of these transactions between Cobar and the Parent were reflected in the unaudited interim condensed statement of cash flows as “Net transactions with the Parent” as financing activity and in the unaudited interim condensed statement of financial position and the interim condensed statement of changes in equity as “Parent net investment”. Cobar’s equity balance represents share capital, retained earnings and Parent net investment. Parent net investment represents the cumulative investment by the Parent in Cobar through the transaction date. Subsequent movements in the Glencore Investment tax loan and Glencore Australia Holdings working capital loan have been included within Parent net investment. Sales to Glencore International AG The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG, the revenue and cost of goods sold in the interim condensed statement of profit and loss and other comprehensive income reflect the sale of this copper concentrate with Glencore International AG. These are recognized within trade receivables from related entities in the unaudited interim condensed statement of financial position. Parent net investment As discussed in the basis of presentation in note 2, Parent net investment is primarily impacted by contributions from Glencore Australia Holdings as a result of treasury activities and net funding provided by or distributed to Glencore Australia Holdings. The Parent net investment is not distributable. All significant intercompany transactions between the Company and the Parent have been considered to be forgiven at the time the purchase and sale of Cobar is completed and are recorded and reflected as a net decrease in Parent net investment. The components of Parent net investment include movements to net transactions with the Parent as detailed below for the three months ended March 31, 2023 and 2022: Three months ended March 31 US$thousand 2023 2022 Parent net investment At January 1 $ 162,467 $ 135,797 Glencore Investment tax loan 1,370 10,220 Glencore Australia Holdings working capital (10,397) (21,269) Uncertain tax position 1,256 5,019 Net transactions with Parent (7,771) (6,030) At March 31 $ 154,696 $ 129,767 Glencore Investment tax loan The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head company. Tax payments from companies within tax consolidated group, including the Company, are made by Glencore Investment and settled through intercompany loans. Glencore Australia Holdings working capital The Company is party to an intercompany facility agreement with Glencore Australia Holdings which provides liquidity and cash management to the Company on an as needed basis. Glencore Australia Holdings has provided a letter of support to support the Company’s operations for a period of 12 months from the date of issuance of the financial statements while the Company remains a wholly owned subsidiary of the Parent. Uncertain tax position As noted above, the Company is part of the Glencore Investment tax consolidated group and the uncertain tax provision movements are booked through intercompany loans. The movements in the uncertain tax provision are non-cash. See note 9 for details on uncertain tax position movements. Uncertain tax position The loans are booked through Parent net investment as they form part of the capital structure of the Company as they represent an investment into the business by the Parent and related parties of the Company. Related party transactions Purchases of Trade receivables Trade payables Sales of goods goods and due from related due to related US$ thousand and services services parties parties Glencore International AG 2023 $ 65,227 $ — $ — $ 994 2022 76,516 — 9,052 — Glencore Australia Oil Pty Limited 2023 — (1,299) — 460 2022 — (1,202) — 545 Glencore Australia Holdings Pty Limited 2023 — (299) — — 2022 — (246) — — Other related parties 2023 — (369) — 266 2022 — (331) — 254 In the normal course of business, the Company enters into various arm’s length transactions with related parties including fixed and floating price commitments to sell and to purchase commodities, forward sale and purchase contracts. Remuneration of key management personnel Glencore Australia Holdings provides key management personnel services to the Company. The Company has not had a separate management team during the three months ended March 31, 2023 and the three months ended March 31, 2022. Key management personnel include the General Manager of the CSA mine. The Company pays a portion of overheads and key management personnel fees to Glencore Australia Holdings (see allocation of general corporate expenses above). | 22. Relationship with Parent and related entities Allocation of general corporate expenses Historically, the Company has been managed and operated with the assistance of personnel employed by Glencore Australia Holdings Pty Limited (“Glencore Australia Holdings”), a wholly owned subsidiary of the Parent. Accordingly, certain shared costs have been recharged to the Company and reflected as expenses in the financial statements. Management believes the allocation methodologies are a reasonable reflection of the utilization of services provided to or the benefits received by the Company during the periods presented. The expenses reflected in the statement of profit or loss and other comprehensive income may not be indicative of expenses that will be incurred by the Company in the future. Glencore Australia Holdings provides certain services, which include, but are not limited to, executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology, and other corporate departments. Centralized cash management Glencore Australia Holdings has a centralized cash management arrangement where, on a periodic basis, excess cash balances with certain affiliated entities including Cobar are swept to Glencore Australia Holdings and mixed with cash from other affiliated entities. Cobar also participates in Glencore Australia Holdings notional cash pooling arrangements with Commonwealth Bank of Australia (the Group Limit Facility). This permits individual bank accounts participating in the Group Limit Facility to be overdrawn as long as consolidated funds across the entire Group Limit Facility is net positive. For purpose of the financial statements, cash only included dedicated bank accounts in the legal name of Cobar. Loans with related parties All transactions and balances between Cobar and the Parent during the period prior to the carve-out, which were not historically settled in cash, were considered to be effectively settled in cash in the financial statements at the time the transaction was recorded. The total net effect of the settlement of these transactions between Cobar and the Parent were reflected in the statement of cash flows as “Net transactions with the Parent” as financing activity and in the statement of financial position and the statement of changes in equity as “Parent net investment”. Cobar’s equity balance represents share capital, retained earnings and Parent net investment. Parent net investment represents the cumulative investment by the Parent in Cobar through the transaction date. Subsequent movements in the Glencore Investment tax loan and Glencore Australia Holdings working capital loan have been included within Parent net investment. Sales to Glencore International AG The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG, the revenue and cost of goods sold in the statement of profit or loss and other comprehensive income reflect the sale of this copper concentrate with Glencore International AG. These are recognized within trade receivables from related entities in the statement of financial position. 22. Relationship with Parent and related entities (Continued) Parent net investment As discussed in the basis of preparation in note 2, Parent net investment is primarily impacted by contributions from Glencore Australia Holdings as a result of treasury activities and net funding provided by or distributed to Glencore Australia Holdings. The Parent net investment is not distributable. All significant intercompany transactions between the Company and the Parent have been considered to be forgiven at the time the purchase and sale of Cobar is completed and are recorded and reflected as a net (decrease)/ increase in Parent net investment. The components of Parent net investment include movements to net transactions with the Parent as detailed below: US$ thousand 2022 2021 Parent net investment As at January 1 135,797 309,998 Glencore Investment tax loan 8,629 19,461 Glencore Australia Holdings working capital 5,646 (74,816) Uncertain tax position 12,395 (118,846) Net transactions with Parent 26,670 (174,201) As at December 31 162,467 135,797 Glencore Investment tax loan The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment, a subsidiary of the Parent, is the head company (see note 2.15). Tax payments from companies within the tax consolidated group, including the Company, are made by Glencore Investment and settled through intercompany loans. Glencore Australia Holdings working capital The Company is party to an intercompany facility agreement with Glencore Australia Holdings which provides liquidity and cash management to the Company on an as needed basis. Glencore Australia Holdings has provided a letter of support to support the Company’s operations for a period of 12 months from the date of issuance of the financial statements while the Company remains a wholly owned subsidiary of the Parent. Uncertain tax position As noted above, the Company is part of the Glencore Investment tax consolidated group and the uncertain tax provision movements are booked through intercompany loans. The movements in the uncertain tax provision are non-cash. See note 9 for details on uncertain tax position movements. The loans are booked through Parent net investment as they form part of the capital structure of the Company as they represent an investment into the business by the Parent and related parties of the Company. 22. Relationship with Parent and related entities (continued) Related party transactions and balances Purchases of Trade receivables Trade payables Sales of goods goods and due from due to related US$ thousand and services services related parties parties Glencore International AG 2022 219,705 — 9,052 — 2021 273,380 — 2,551 — Glencore Australia Oil Pty Limited 2022 — (5,385) — (545) 2021 — (4,349) — (421) Glencore Australia Holdings Pty Limited 2022 — (1,306) — — 2021 — (1,443) — — Other related parties 2022 — (1,501) — (254) 2021 — (1,326) — (231) In the normal course of business, the Company enters into various arm’s length transactions with related parties including fixed and floating price commitments to sell and to purchase commodities, forward sale and purchase contracts. Remuneration of key management personnel Glencore Australia Holdings provides key management personnel services to the Company. The Company has not had a separate management team during the years ended December 31, 2022 and 2021. Key management personnel include the General Manager of the CSA mine. The Company pays a portion of overheads and key management personnel fees to Glencore Australia Holdings (see allocation of general corporate overheads above). | 22. Relationship with Parent and related entities Allocation of general corporate expenses Historically, the Company has been managed and operated with the assistance of personnel employed by Glencore Australia Holdings Pty Limited (“Glencore Australia Holdings”), a wholly owned subsidiary of the Parent. Accordingly, certain shared costs have been recharged to the Company and reflected as expenses in the financial statements. Management believes the allocation methodologies are a reasonable reflection of the utilization of services provided to or the benefits received by the Company during the periods presented. The expenses reflected in the statement of profit or loss and other comprehensive income may not be indicative of expenses that will be incurred by the Company in the future. Glencore Australia Holdings provides certain services, which include, but are not limited to, executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology, and other corporate departments. Centralized cash management Glencore Australia Holdings has a centralized cash management arrangement where, on a periodic basis, excess cash balances with certain affiliated entities including Cobar are swept to Glencore Australia Holdings and mixed with cash from other affiliated entities.. Cobar also participates in Glencore Australia Holdings notional cash pooling arrangements with Commonwealth Bank of Australia (the Group Limit Facility). This permits individual bank accounts participating in the Group Limit Facility to be overdrawn as long as consolidated funds across the entire Group Limit Facility is net positive. For purpose of the financial statements, cash only included dedicated bank accounts in the legal name of Cobar, Acelight and Isokind. Loans with related parties All transactions and balances between Cobar and the Parent during the period prior to the carve-out, which were not historically settled in cash, were considered to be effectively settled in cash in the financial statements at the time the transaction was recorded. The total net effect of the settlement of these transactions between Cobar and the Parent were reflected in the statement of cash flows as “Net transactions with the Parent” as financing activity and in the statement of financial position and the statement of changes in equity as “Parent net investment”. Cobar’s equity balance represents share capital, retained earnings and Parent net investment. Parent net investment represents the cumulative investment by the Parent in Cobar through the transaction date. Subsequent movements in the Glencore Investment tax loan and Glencore Australia Holdings working capital loan have been included within Parent net investment. Sales to Glencore International AG The Company sells copper concentrate (which includes silver) produced exclusively to Glencore International AG, the revenue and cost of goods sold in the statement of profit or loss and other comprehensive income reflect the sale of this copper concentrate with Glencore International AG. These are recognized within trade receivables from related entities in the statement of financial position. Parent net investment As discussed in the basis of preparation in note 2, Parent net investment is primarily impacted by contributions from Glencore Australia Holdings as a result of treasury activities and net funding provided by or distributed to Glencore Australia Holdings. The Parent net investment is not distributable. All significant intercompany transactions between the Company and the Parent have been considered to be forgiven at the time the purchase and sale of Cobar is completed and are recorded and reflected as a net (decrease)/increase in Parent net investment. The components of Parent net investment include movements to net transactions with the Parent as detailed below: US$thousand 2021 2020 Parent net investment At January 1 309,998 266,976 Glencore Investment tax loan 19,461 7,908 Glencore Australia Holdings working capital (74,816) 6,402 Uncertain tax position (118,846) 28,712 Net transactions with Parent (174,201) 43,022 At December 31 135,797 309,998 Glencore Investment tax loan The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head company (see note 2.16). Tax payments from companies within tax consolidated group, including the Company, are made by Glencore Investment and settled through intercompany loans. Glencore Australia Holdings working capital The Company is party to an intercompany facility agreement with Glencore Australia Holdings which provides liquidity and cash management to the Company on an as needed basis. Uncertain tax position As noted above, the Company is part of the Glencore Investment tax consolidated group and the uncertain tax provision movements are booked through intercompany loans. The movements in the uncertain tax provision are non-cash. See note 10 for details on uncertain tax position movements. The loans are booked through Parent net investment as they form part of the capital structure of the Company as they represent an investment into the business by the Parent and related parties of the Company. Related party transactions Sales of Purchases of Trade receivables Trade payables goods and goods and due from due to related US$thousand services services related parties parties Glencore International AG 2021 273,380 — 2,551 — 2020 202,183 — 8,861 — January 1, 2020 6,718 — Glencore Australia Oil Pty Limited 2021 — (4,349) — (421) 2020 — (5,969) — — January 1, 2020 — — Glencore Australia Holdings Pty Limited 2021 — (1,443) — — 2020 — (2,768) — — January 1, 2020 — — Other related parties 2021 — (1,326) — (231) 2020 — (1,017) — — January 1, 2020 — (481) In the normal course of business, the Company enters into various arm’s length transactions with related parties including fixed and floating price commitments to sell and to purchase commodities, forward sale and purchase contracts. Remuneration of key management personnel Glencore Australia Holdings provides key management personnel services to the Company. The Company has not had a separate management team during the years ended December 31, 2021 and 2020. Key management personnel include the General Manager of the CSA mine. The Company pays a portion of overheads and key management personnel fees to Glencore Australia Holdings (see allocation of general corporate overheads above). |
Share capital_2_3
Share capital | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share capital | |||
Share capital | 22. Share capital Issued shares March 31, 2023 December 31, 2022 Ordinary shares fully paid - Cobar Management Pty. Limited 1 1 1 1 Ordinary shares are fully paid and have no par value, carry one vote per share, and receive dividends at the discretion of the Company. Ordinary shares issued and fully paid Share capital Number of shares US$thousand Balance at January 1, 2023 1 $ — Balance at March 31, 2023 1 $ — | 23. Share capital Issued shares 2022 2021 Ordinary shares fully paid 1 1 1 1 Ordinary shares are fully paid and have no par value, carry one vote per share, and receive dividends at the discretion of the Company. Ordinary shares issued and fully paid Number of Share capital shares US$ thousand Balance as at January 1, 2021 and December 31, 2021 1 — Balance as at December 31, 2022 1 — | 23. Share capital January 1, Issued shares 2021 2020 2020 Ordinary shares fully paid 1 1 1 1 1 1 Ordinary shares are fully paid and have no par value, carry one vote per share, and receive dividends at the discretion of the Company. Ordinary shares issued and fully paid Number of Share capital shares US$thousand Balance at January 1, 2020 and December 31, 2020 1 — Balance at December 31, 2021 1 — |
Deed of cross guarantee_2_3
Deed of cross guarantee | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deed of cross guarantee | |||
Deed of cross guarantee | 23. Deed of cross guarantee The Company has entered into a Deed of Cross-Guarantee (the “Deed”) with Glencore Investment on December 4, 2018. Pursuant to the Deed, in the event of any member of the Closed Group, being the holding entity Glencore Investment and its wholly-owned entities, being wound up, each party to the Deed guarantees to each creditor of the member being wound up, payment in full of that member’s debt. As at March 31, 2023 and December 31, 2022 no amounts were recognized in respect of the Deed. | 24. Deed of cross guarantee The entities that collectively are the Company have entered into a Deed of Cross-Guarantee (the “Deed”) with Glencore Investment on December 4, 2018. Pursuant to the Deed, in the event of any member of the Closed Group, being the holding entity Glencore Investment and its wholly-owned entities, being wound up, each party to the Deed guarantees to each creditor of the member being wound up, payment in full of that member’s debt. As at December 31, 2022 and 2021 no amounts were recognized in respect of the Deed. | 24. Deed of cross guarantee The entities that collectively are the Company have entered into a Deed of Cross-Guarantee (the “Deed”) with Glencore Investment Pty Limited (“Glencore Investment”) on December 4, 2018. Pursuant to the Deed, in the event of any member of the Closed Group, being the holding entity Glencore Investment and its wholly-owned entities, being wound up, each party to the Deed guarantees to each creditor of the member being wound up, payment in full of that member’s debt. As at December 31, 2021 and 2020 no amounts were recognized in respect of the Deed. |
Earnings per share_2_3
Earnings per share | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings per share | |||
Earnings per share | 24. Earnings per share Three months ended March 31 US$thousand 2023 2022 Profit for the purpose of basic earnings per share being net profit attributable to owners of the Company $ 5,102 $ 13,539 Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 Profit for the purpose of diluted earnings per share $ 5,102 $ 13,539 Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic earnings per share $ 5,102 $ 13,539 Diluted earnings per share $ 5,102 $ 13,539 | 25. Earnings per share US$ thousand 2022 2021 (Loss)/profit for the purpose of basic earnings per share being net profit attributable to (5,359) 166,495 Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 (Loss)/profit for the purpose of diluted earnings per share (5,359) 166,495 Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic (loss)/earnings per share (5,359) 166,495 Diluted (loss)/earnings per share (5,359) 166,495 | 25. Earnings per share US$thousand 2021 2020 Profit/(loss) for the purpose of basic earnings per share being net profit attributable to owners of the Company 166,495 (29,137) Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 Profit/(loss) for the purpose of diluted earnings per share 166,495 (29,137) Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic earnings/(loss) per share 166,495 (29,137) Diluted earnings/(loss) per share 166,495 (29,137) |
Subsequent events_2_3_4_5
Subsequent events | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent events | |||
Subsequent events | 25. Subsequent events On May 5, 2023 the Company received a notification from the NSW Government Resource Regulator to increase the bank guarantees to secure funding for the fulfilment of rehabilitation obligations, from $24,730 thousand (AU$36,891 thousand) to $53,379 thousand (AU$79,981 thousand). No other matters or circumstances have arisen since the end of the three-month period that have significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of the Company in subsequent financial years. | 26. Subsequent events No matters or circumstances have arisen since the end of the financial year that have significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of the Company in subsequent financial years. | 26. Subsequent events On March 17, 2022, Glencore Operations Australia Pty Limited, entered into an Agreement with Metals Acquisition Corp (“MAC”) for the sale of Cobar Management Pty Limited for $1.05 billion in cash and $50 million equity stake in MAC and a 1.5% copper only net smelter return life of mine royalty upon completion of the transaction. On November 22, 2022, Glencore Operations Australia entered a binding deed of amendment with MAC in respect of the March 17, 2022 agreement. Refer to note 1 for details. No other matters or circumstances have arisen since the end of the financial year that have significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of the Company in subsequent financial years. |
Significant accounting polic_23
Significant accounting policies (Policies) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant accounting policies | |||
Basis of preparation | 2.1 Basis of preparation The unaudited interim condensed financial statements are general purpose financial statements, which have been prepared in accordance with IAS 34 Interim Financial Reporting The Company’s financial information is presented as financial information using the historical results of operations and the historical bases of assets and liabilities of the Parent. The share of Cobar is owned by, and all operations of Cobar are controlled, by the Parent. The business of the Company is the operation of the CSA mine in New South Wales, Australia. Management of the Company believes assumptions underlying the unaudited interim condensed financial statements are reasonable. However, the unaudited interim condensed financial statements may not be indicative of the interim condensed financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The interim condensed statement of profit or loss and other comprehensive income includes all revenues and costs directly attributable to the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to Cobar based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in Cobar. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 21 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head entity. The unaudited interim condensed financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. | 2.1 Basis of preparation The financial statements are general purpose financial statements, which have been prepared on a stand-alone basis and are derived from Glencore plc’s consolidated financial statements and accounting records in which the Company was consolidated. Glencore plc’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board(“IASB”) and based on Glencore plc’s transition to IFRS which had occurred prior to its initial public offering in 2011. The financial statements include the historical results of operations, financial position and cash flows of the Company for the periods presented and have been prepared in accordance with the IFRS as issued by the IASB. The Company’s financial information is presented using the historical results of operations and the historical bases of assets and liabilities of the Parent. The business of the Company is the operation of the CSA copper mine in New South Wales Australia. Management of the Company believes assumptions underlying the financial statements are reasonable. However, the financial statements may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The statement of profit or loss and other comprehensive income include all revenues and costs directly attributable the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to the Company based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in the Company. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 22 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment, a subsidiary of the Parent, is the head entity. See note 2.15 ‘Income taxes’ for more information. The financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases Inventories Impairment of assets In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern As at December 31, 2022, the Company has a net current liability position of $3,127 thousand and a loss for the year of $5,359 thousand, but net cash generated by operating activities of $54,547 thousand. Based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. | 2.1 Basis of preparation The financial statements are general purpose financial statements, which have been prepared on a stand-alone basis and are derived from Glencore plc’s consolidated financial statements and accounting records in which the Company was consolidated. Glencore plc’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board (“IASB”) and based on Glencore plc’s transition to IFRS which had occurred prior to its initial public offering in 2011. The financial statements include the historical results of operations, financial position and cash flows of the Company for the periods presented and have been prepared in accordance with the IFRS as issued by the IASB. The Company’s financial information is presented using the historical results of operations and the historical bases of assets and liabilities of the Parent. The business of the Company is the operation of the CSA copper mine in New South Wales Australia. Management of the Company believes assumptions underlying the financial statements are reasonable. However, the financial statements may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if it had operated independently of the Parent. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including, technical services, engineering, finance, and other general corporate and administrative costs, such as treasury, human resources, legal and others. The statement of profit or loss and other comprehensive income include all revenues and costs directly attributable the Company as well as an allocation of corporate expenses from the Parent that provide support to the Company related to general and administrative expenses. These corporate expenses have been allocated to the Company based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or capital employed. The Parent allocates these costs to the Company using methodologies that management believes are appropriate and reasonable. Treasury and net funding activities, and tax transactions between the Parent and the Company are accounted through Parent net investment in the Company. These transactions between Parent and Company are deemed to have been settled immediately through Parent net investment and are shown as a net change in this account (see note 22 for additional information). As all transactions are long-term funding related, these have been accounted for as movements within the Parent net investment balance. The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment Pty Limited (“Glencore Investment”), a subsidiary of the Parent, is the head entity. See note 2.16 ‘Income taxes’ for more information. The financial statements have been prepared on an accruals basis and are based on historical cost. Historical cost is generally based on the fair values of the consideration given in exchange for assets. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16 Leases Inventories Impairment of assets In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; ● Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and ● Level 3 inputs are unobservable inputs for the asset or liability. All amounts are presented in United States dollars (US$) and all values are rounded to the nearest thousand unless otherwise indicated. Going concern Based upon an assessment of Cobar’s forecast financial position and performance, management have determined that they have, at the time of approving the financial statements, a reasonable expectation that the Company has access to adequate resources to continue to pay debts as and when they are due and payable for the 12 months from the date of approval of these financial statements, whilst a 100% wholly owned subsidiary of the Parent. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. |
First time adoption of International Financial Reporting Standards | 2.2 First time adoption of International Financial Reporting Standards The financial statements, for the year ended December 31, 2020, are the first the Company has prepared in accordance with IFRS. For periods up to and including the year ended December 31, 2019, the Company did not prepare financial statements as the entities that collectively are the Company were each individually members of the Glencore Investment Deed of Cross Guarantee and therefore individually qualify for relief from lodging a financial report with the Australian Security & Investments Commission. The financial statements presented in this report comply with IFRS applicable as at December 31, 2021. In preparing the financial statements, the Company’s opening statement of financial position was prepared as at January 1, 2020, the Company’s date of transition to IFRS. The Company prepared its financial statements in accordance with the recognition and measurement principles of IFRS, the application of IFRS 1 First-time Adoption of International Financial Reporting Standard Exemption applied IFRS 1 allows first-time adopters certain exemptions from the retrospective application of certain requirements under IFRS. The Company has applied the exemption in relation to cumulative translation differences that existed at the date of transition to IFRS. A cumulative translation adjustment of $35,540 thousand existed as a result of the change in presentational currency of Acelight Pty Limited and Isokind Pty Limited from AUD to USD presentational currency in 2014. The Company has applied the exemption under IFRS 1 whereby this cumulative translation difference is deemed to be zero at the date of transition to IFRS. As this is the first financial statements the Company has prepared which are general-purpose financial statements, summarised below is an overview of the significant accounting policies adopted in the preparation and presentation of the financial statements. These accounting policies are consistent with IFRS and other than the exemption noted above no adjustments were taken. The accounting policies set out below have been consistently applied from the date of transition on January 1, 2020. | ||
COVID-19 | 2.2 COVID-19 The Company is aware that COVID-19 has the capacity to adversely affect the future financial performance of the Company in a variety of ways, including: significant COVID-19 specific costs, disruptions to supply chain (including purchasing, production, and transportation) and volatility in the price for copper. Depending on the duration and extent of the impact of COVID-19 and if any of the aforementioned risks materialise, it may become necessary to reassess certain accounting conclusions and disclosures including the valuation of inventories, fair value measurements, the impairment of non-financial assets, adequacy of provisions, expected credit loss assumptions, and the extent of the impact on the results of operations and cash flows. | 2.3 COVID-19 The Company is aware that COVID-19 has the capacity to adversely affect the future financial performance of the Company in a variety of ways, including: significant COVID-19 specific costs, disruptions to supply chain (including purchasing, production, and transportation) and volatility in the price for copper. Depending on the duration and extent of the impact of COVID-19 and if any of the aforementioned risks materialise, it may become necessary to reassess certain accounting conclusions and disclosures including the valuation of inventories, fair value measurements, the impairment of non-financial assets, adequacy of provisions, expected credit loss assumptions, and the extent of the impact on the results of operations and cash flows. | |
Application of new and revised accounting standards | 2.2 Application of new and revised accounting standards These unaudited interim condensed financial statements are prepared using the same accounting policies as applied in the audited 2022 financial statements. The following clarification revision to existing accounting pronouncements became effective as of January 1, 2023 and has been adopted by the Company. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The amendments did not have a material impact on these unaudited interim condensed financial statements. | 2.3 Application of new and revised accounting standards Adoption of new and revised standards In the current year, the Company has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (“the IASB”) that are relevant to its operations and effective for the current annual reporting year. The nature and impact of each new standard or amendment is described below: Amendments to IAS 16 — Proceeds before intended use The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The adoption of these amendments have not had a material impact on the Company. New and revised standards not yet effective IFRS Standards and Interpretations that are issued, but are not yet effective, up to the date of issuance of the financial statements, which are applicable to the Company, are disclosed below. The Company will apply these amendments, as applicable, when they become effective. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The Company has assessed the potential impact of the amendments on these financial statements and does not expect a material impact. | 2.4 Application of new and revised accounting standards Adoption of new and revised standards As these financial statements are the first prepared for the Company all new and revised Standards and Interpretations issued by the International Accounting Standards Board (“the IASB”) have been adopted. New and revised standards not yet effective IFRS Standards and Interpretations that are issued, but are not yet effective, up to the date of issuance of the financial statements, which are applicable to the Company, are disclosed below. The Company will apply these amendments, as applicable, when they become effective. Annual Improvements 2018-2020 and Other Amendments — effective for year ends beginning on or after January 1, 2022 The amendments clarify certain requirements in: ● IFRS 1 First-time Adoption of International Financial Reporting Standards; ● IFRS 3 Business Combinations; ● IFRS 9 Financial Instruments; ● IFRS 16 Property, Plant and Equipment; and ● IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Amendments to IFRS 16 — Proceeds before intended use — effective for year ends beginning on or after January 1, 2022 The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss. The Company has assessed the potential impact of the amendment on these financial statements and does not expect a material impact. Amendments to IAS 1 — Classification of Liabilities as Current or Non-current — effective for year ends beginning on or after January 1, 2023 The amendments clarify the requirements for the presentation of liabilities in the statement of financial position as current or non-current in IAS 1 Presentation of Financial Statements. Amendments to IAS 8 — Definition of Accounting Estimates — effective for year ends beginning on or after January 1, 2023 The amendments introduce the definition of accounting estimates and include other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. Amendments to IAS 1 — Disclosure of Accounting Policies — effective for year ends beginning on or after January 1, 2023 The amendments require companies to disclose their material accounting policy information rather than their significant accounting policies. Amendments to IAS 12 — Deferred Tax related to Assets and Liabilities arising from a Single Transaction — effective for year ends beginning on or after January 1, 2023 The amendments introduce a further exception from the initial recognition exemption under IAS 12. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The Company is assessing the potential impact of the amendments on these financial statements. |
Revenue recognition | 2.4 Revenue recognition Revenue is derived principally from the sale of goods and recognized when the performance obligations have been satisfied upon transfer of control of the goods from the Company to the customer. Revenue is measured based on consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue related to the sale of goods is recognized when the product is delivered to the destination specified by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises and the customer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. The sales price is determined on a provisional basis at the date of sale as the final selling price is subject to movements in market prices up to the date of final pricing, normally ranging from 30 to 90 days after initial booking (provisionally priced sales). As the pricing only varies based on future market prices after the performance obligation has been satisfied, this is not considered to be variable consideration. The Company’s right to the consideration is unconditional as only the passage of time is required before payment is due and, therefore, the Company accounts for the receivable under IFRS 9. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. The revenue adjustment mechanism embedded within provisionally priced sales arrangements has the character of a commodity derivative. Accordingly, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognized as an adjustment to revenue. In all cases, fair value is estimated by reference to forward market prices. The principal risks associated with recognition of sales on a provisional basis include commodity price fluctuations between the date the sale is recorded and the date of final settlement. If a significant decline in commodity prices occurs, it is reasonably possible the Company could be required to pay the difference between the provisional price and final selling price. Revenues from the sale of silver, a by-product in the production of copper concentrate, are included within revenue from the sale of concentrate, which includes copper and silver. The Company is responsible for providing certain shipping and insurance services to the customer, which is generally before the date at which the Company has transferred control of the goods. These services are not distinct within the context of the contract, and they are not separately identifiable from other promises within the contract. Accordingly, shipping and insurance services are not considered separate performance obligations and are treated as costs to fulfill the promise to transfer the related products. Any customer payments of shipping and handling costs are recorded within revenue. While the Company’s customer has an option to take deliveries of the goods on Cost and Freight (“CFR”) and Cost, Insurance and Freight (“CIF”) basis, the customer generally opts for Free on Board (“FOB”) based delivery where the Company is responsible for loading the purchased goods onto the ship, and all costs associated up to that point. | 2.5 Revenue recognition Revenue is derived principally from the sale of goods and recognized when the performance obligations have been satisfied upon transfer of control of the goods from the Company to the customer. Revenue is measured based on consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue related to the sale of goods is recognized when the product is delivered to the destination specified by the customer, which is typically the vessel on which it is shipped, the destination port or the customer’s premises and the customer has gained control through their ability to direct the use of and obtain substantially all the benefits from the asset. The sales price is determined on a provisional basis at the date of sale as the final selling price is subject to movements in market prices up to the date of final pricing, normally ranging from 30 to 90 days after initial booking (provisionally priced sales). As the pricing only varies based on future market prices after the performance obligation has been satisfied, this is not considered to be variable consideration. The Company’s right to the consideration is unconditional as only the passage of time is required before payment is due and, therefore, the Company accounts for the receivable under IFRS 9. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. The revenue adjustment mechanism embedded within provisionally priced sales arrangements has the character of a commodity derivative. Accordingly, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognized as an adjustment to revenue. In all cases, fair value is estimated by reference to forward market prices. The principal risks associated with recognition of sales on a provisional basis include commodity price fluctuations between the date the sale is recorded and the date of final settlement. If a significant decline in commodity prices occurs, it is reasonably possible the Company could be required to pay the difference between the provisional price and final selling price. Revenues from the sale of silver, a by-product in the production of copper concentrate, are included within revenue from the sale of concentrate, which includes copper and silver. The Company is responsible for providing certain shipping and insurance services to the customer, which is generally before the date at which the Company has transferred control of the goods. These services are not distinct within the context of the contract, and they are not separately identifiable from other promises within the contract. Accordingly, shipping and insurance services are not considered separate performance obligations and are treated as costs to fulfill the promise to transfer the related products. Any customer payments of shipping and handling costs are recorded within revenue. While the Company’s customer has an option to take deliveries of the goods on Cost and Freight (“CFR”) and Cost, Insurance and Freight (“CIF”) basis, the customer generally opts for Free on Board (“FOB”) based delivery where the Company is responsible for loading the purchased goods onto the ship, and all costs associated up to that point. | |
Foreign currency translation | 2.5 Foreign currency translation The Company’s reporting currency and the functional currency of each of the entities collectively forming the Company is the U.S. dollar as this is assessed to be the principal currency of the economic environment in which it operates. All operating revenue generated by Cobar is in the U.S. dollar and all the funding arrangements through Parent net investment (see note 22) are denominated in the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are converted into the functional currency using the exchange rate prevailing at the transaction date. Monetary assets and liabilities outstanding at year end are converted at year-end rates. The resulting exchange differences are recorded in the statement of profit or loss and other comprehensive income. The average and closing AUD/USD foreign currency exchange rates at 2022 and 2021 are listed below: Average Closing FX rate FX rate 2021 0.7512 0.7272 2022 0.6935 0.6804 | 2.6 Foreign currency translation The Company’s reporting currency and the functional currency of each of the entities collectively forming the Company is the U.S. dollar as this is assessed to be the principal currency of the economic environment in which it operates. All operating revenue generated by Cobar is in the U.S. dollar and all the funding arrangements through Parent net investment (see note 22) are denominated in the U.S. dollar. Foreign currency transactions Transactions in foreign currencies are converted into the functional currency using the exchange rate prevailing at the transaction date. Monetary assets and liabilities outstanding at year end are converted at year-end rates. The resulting exchange differences are recorded in the statement of profit or loss and other comprehensive income. The average and closing AUD/USD foreign currency exchange rates at 2020 and 2021 are listed below: Average Closing FX rate FX rate 2020 0.6884 0.7706 2021 0.7512 0.7272 | |
Property, plant and equipment | 2.6 Property, plant and equipment Property, plant and equipment are initially recognized at cost, being the fair value of the consideration given to acquire or construct the asset, including directly attributable costs required to bring the asset to the location or to a condition necessary for operation and the direct cost of dismantling and removing the asset, less accumulated depreciation and any accumulated impairment losses. Property, plant and equipment are depreciated to their estimated residual value over the estimated useful life of the specific asset concerned, or the estimated remaining life of mine (“LOM”), field or lease. Depreciation commences when the asset is available for use. The major categories of property, plant and equipment are depreciated/amortized on a units of production (“UOP”) and/or straight-line basis. Depreciation of property, plant and equipment using UOP method over the LOM is based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). The portion of mineral resources are included in depreciation calculations where they are expected to be classified as mineral reserves based on high degree of confidence that they will be extracted in an economic manner. Assets under construction are included in Plant and equipment and since the assets are not yet available for use, are not depreciated. The estimated useful lives for the current and comparative periods are as follows: Buildings 10 Freehold land Not depreciated Plant and equipment 3 Right-of-use assets 2 Mine development UOP Mine development Mine development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable mineral reserves, including shafts, adits, drifts, ramps, permanent excavations, and infrastructure. Costs incurred before mineral resources are classified as proven and probable reserves are expensed as incurred. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves and such proposed development receives the appropriate approvals. All subsequent development expenditure is similarly capitalized, provided commercial viability conditions continue to be satisfied. Proceeds from the sale of product extracted during the development phase are netted against development expenditure. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. Depreciation for mine development costs is determined using the UOP method based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). Depreciation, depletion and amortization using the UOP method is recorded upon production of finished goods, at which time it is allocated to inventory cost and then included as a component of cost of goods sold. Other assets are depreciated on a straight-line basis over estimated useful lives for the related assets. | 2.7 Property, plant and equipment Property, plant and equipment are initially recognized at cost, being the fair value of the consideration given to acquire or construct the asset, including directly attributable costs required to bring the asset to the location or to a condition necessary for operation and the direct cost of dismantling and removing the asset, less accumulated depreciation and any accumulated impairment losses. Property, plant and equipment are depreciated to their estimated residual value over the estimated useful life of the specific asset concerned, or the estimated remaining life of mine (“LOM”), field or lease. Depreciation commences when the asset is available for use. The major categories of property, plant and equipment are depreciated/amortized on a units of production (“UOP”) and/or straight-line basis. Depreciation of property, plant and equipment using UOP method over the LOM is based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). The portion of mineral resources are included in depreciation calculations where they are expected to be classified as mineral reserves based on high degree of confidence that they will be extracted in an economic manner. Assets under construction are included in Plant and equipment and since the assets are not yet available for use, are not depreciated. The estimated useful lives for the current and comparative periods are as follows: Buildings 10 – 45 years/Straight-line Freehold land Not depreciated Plant and equipment 3 – 30 years/UOP Right-of-use assets 2 – 30 years Mine development UOP Mine development Mine development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable mineral reserves, including shafts, adits, drifts, ramps, permanent excavations, and infrastructure. Costs incurred before mineral resources are classified as proven and probable reserves are expensed as incurred. Capitalization of mine development project costs that meet the definition of an asset begins once mineral resources are classified as proven and probable reserves and such proposed development receives the appropriate approvals. All subsequent development expenditure is similarly capitalized, provided commercial viability conditions continue to be satisfied. Proceeds from the sale of product extracted during the development phase are netted against development expenditure. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. Depreciation for mine development costs is determined using the UOP method based on estimated production units including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). Depreciation, depletion and amortization using the UOP method is recorded upon production of finished goods, at which time it is allocated to inventory cost and then included as a component of cost of goods sold. Other assets are depreciated on a straight-line basis over estimated useful lives for the related assets. | |
Leases | 2.7 Leases As lessee, the Company assesses whether a contract contains a lease at inception of a contract. The Company recognizes a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements in which it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the future lease payments from the commencement date of the lease. The lease payments are discounted using the asset and company specific incremental borrowing rates. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability, with a corresponding adjustment to the related right-of-use assets, whenever: ● The lease term changes or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● The lease payments change due to the changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; ● A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification. The right-of-use assets are initially recognized in the statement of financial position at cost, which comprises the amount of the initial measurement of the corresponding lease liability, adjusted for any lease payments made at or prior to the commencement date of the lease, any lease incentive received and any initial direct costs incurred, and expected costs for obligations to dismantle and remove right-of-use assets when they are no longer used. Right-of-use assets are recognized within property, plant and equipment in the statement of financial position. Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the right-of-use asset or the end of the lease term. | 2.8 Leases As lessee, the Company assesses whether a contract contains a lease at inception of a contract. The Company recognizes a right-of-use asset and corresponding lease liability in the statement of financial position for all lease arrangements in which it is the lessee, except for short-term leases with a term of twelve months or less and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The lease liability is initially measured at the present value of the future lease payments from the commencement date of the lease. The lease payments are discounted using the asset and company specific incremental borrowing rates. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Company remeasures the lease liability, with a corresponding adjustment to the related right-of-use assets, whenever: ● The lease term changes or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; ● The lease payments change due to the changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; ● A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification. The right-of-use assets are initially recognized in the statement of financial position at cost, which comprises the amount of the initial measurement of the corresponding lease liability, adjusted for any lease payments made at or prior to the commencement date of the lease, any lease incentive received and any initial direct costs incurred, and expected costs for obligations to dismantle and remove right-of-use assets when they are no longer used. Right-of-use assets are recognized within property, plant and equipment in the statement of financial position. Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the right-of-use asset or the end of the lease term. | |
Restoration, rehabilitation and decommissioning | 2.8 Restoration, rehabilitation and decommissioning Restoration, rehabilitation and decommissioning costs arising from the installation of plant and other site preparation work, discounted using a risk free discount rate to their net present value, are provided for and capitalized at the time such an obligation arises. The costs are charged to the statement of profit or loss and other comprehensive income over the life of the operation through depreciation of the asset and the accretion expense of the discount on the provision. Costs for restoration of subsequent site disturbance, which is created on an ongoing basis during production, are provided for at their net present values and charged to the statement of profit or loss and other comprehensive income as extraction progresses. Changes in the estimated timing of the rehabilitation or changes to the estimated future costs are accounted for prospectively by recognizing an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates, provided the reduction in the provision is not greater than the depreciated capitalized cost of the related asset, in which case the capitalized cost is reduced to nil and the remaining adjustment recognized in the statement of profit or loss and other comprehensive income. In the case of closed sites, changes to estimated costs are recognized immediately in the statement of profit or loss and other comprehensive income. | 2.9 Restoration, rehabilitation and decommissioning Restoration, rehabilitation and decommissioning costs arising from the installation of plant and other site preparation work, discounted using a risk free discount rate to their net present value, are provided for and capitalized at the time such an obligation arises. The costs are charged to the statement of profit or loss and other comprehensive income over the life of the operation through depreciation of the asset and the accretion expense of the discount on the provision. Costs for restoration of subsequent site disturbance, which is created on an ongoing basis during production, are provided for at their net present values and charged to the statement of profit or loss and other comprehensive income as extraction progresses. Changes in the estimated timing of the rehabilitation or changes to the estimated future costs are accounted for prospectively by recognizing an adjustment to the rehabilitation liability and a corresponding adjustment to the asset to which it relates, provided the reduction in the provision is not greater than the depreciated capitalized cost of the related asset, in which case the capitalized cost is reduced to nil and the remaining adjustment recognized in the statement of profit or loss and other comprehensive income. In the case of closed sites, changes to estimated costs are recognized immediately in the statement of profit or loss and other comprehensive income. | |
Intangible assets | 2.9 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization (calculated on a straight- line basis over their useful lives) and accumulated impairment losses, if any. The major categories of intangibles are amortized on a straight-line basis as follows: Licences and software 3 | 2.10 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization (calculated on a straight-line basis over their useful lives) and accumulated impairment losses, if any. The major categories of intangibles are amortized on a straight-line basis as follows: Licences and software 3 – 9 years | |
Impairment or impairment reversals | 2.10 Impairment or impairment reversals The Company conducts, at least annually, an internal review of asset values which is used as a source of information to assess for any indications of impairment. Formal impairment tests are carried out when events or changes in circumstances indicate the carrying value may not be recoverable. A formal impairment test involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the CGU level. If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the lower amount. For those assets which were impaired in prior periods, if their recoverable amount exceeds their carrying amount, an impairment reversal is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the higher amount to the extent the increased carrying amount does not exceed the carrying value of the asset that would have been determined had no impairment previously been recognized. Goodwill impairments cannot be subsequently reversed. | 2.11 Impairment or impairment reversals The Company conducts, at least annually, an internal review of asset values which is used as a source of information to assess for any indications of impairment. Formal impairment tests are carried out when events or changes in circumstances indicate the carrying value may not be recoverable. A formal impairment test involves determining whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs of disposal and its value in use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the CGU level. If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the lower amount. For those assets which were impaired in prior periods, if their recoverable amount exceeds their carrying amount, an impairment reversal is recorded in the statement of profit or loss and other comprehensive income to reflect the asset at the higher amount to the extent the increased carrying amount does not exceed the carrying value of the asset that would have been determined had no impairment previously been recognized. Goodwill impairments cannot be subsequently reversed. | |
Provisions | 2.11 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources embodying economic benefits that can be reliably estimated will be required to settle the liability. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). | 2.12 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources embodying economic benefits that can be reliably estimated will be required to settle the liability. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). | |
Inventories | 2.12 Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in- first-out (“FIFO”) or the weighted average method and comprises material costs, labour costs, allocated production related overhead costs and includes treatment and refining cost. Raw materials and consumables are measured using the FIFO method and work in progress inventories using the weighted average method. Financing and storage costs related to inventory are expensed as incurred. | 2.13 Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in-first-out (“FIFO”) or the weighted average method and comprises material costs, labour costs, allocated production related overhead costs and includes treatment and refining cost. Raw materials and consumables are measured using the FIFO method and work in progress inventories using the weighted average method. Financing and storage costs related to inventory are expensed as incurred. | |
Financial instruments | 2.13 Financial instruments Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are classified as either financial assets at amortized cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVTPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. Financial assets are initially recognized at fair value on the trade date, including, in the case of instruments not subsequently measured at fair value through profit or loss, directly attributable transaction costs. Trade receivables with no provisional price features and where there is no significant financing component, are initially recognized at their transaction price. Subsequently, other investments, provisionally priced trade receivables and derivatives are carried at fair value and trade receivables that do not contain provisional price features, loans and other receivables are carried at amortized cost. Financial liabilities, other than derivatives and those containing provisional price features, are initially recognized at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortized cost. Financial liabilities that contain provisional pricing features and derivatives are carried at FVTPL. Impairment of financial assets A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The expected credit loss recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. The Company applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime expected loss provision. The expected credit losses on these financial assets is estimated using a provision matrix by reference to past default experience and an equivalent credit rating, adjusted as appropriate for current observable data and forward-looking information. For all other financial assets at amortized cost, the Company recognizes lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition, which is determined by: ● A review of overdue amounts ● Comparing the risk of default at the reporting date and at the date of initial recognition ● An assessment of relevant historical and forward-looking quantitative and qualitative information. For those balances that are beyond 30 days overdue it is presumed to be an indicator of a significant increase in credit risk. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-months expected credit loss, which comprises the expected lifetime loss from the instrument were a default to occur within 12 months of the reporting date. The Company considers an event of default has materialised and the financial asset is credit impaired when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay the Company without taking into account any collateral held by the Company or if the financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Derecognition of financial assets and financial liabilities The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received. The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or have expired. On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognized in profit and loss. On derecognition of equity investments designated and measured at FVTOCI, the cumulative gain or loss recognized in other comprehensive income is reclassified directly to retained earnings. | 2.14 Financial instruments Financial assets and financial liabilities are recognized in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are classified as either financial assets at amortized cost, at fair value through other comprehensive income (“FVTOCI”) or at fair value through profit or loss (“FVTPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. Financial assets are initially recognized at fair value on the trade date, including, in the case of instruments not subsequently measured at fair value through profit or loss, directly attributable transaction costs. Trade receivables with no provisional price features and where there is no significant financing component, are initially recognized at their transaction price. Subsequently, other investments, provisionally priced trade receivables and derivatives are carried at fair value and trade receivables that do not contain provisional price features, loans and other receivables are carried at amortized cost. Financial liabilities, other than derivatives and those containing provisional price features, are initially recognized at fair value of consideration received net of transaction costs as appropriate and subsequently carried at amortized cost. Financial liabilities that contain provisional pricing features and derivatives are carried at FVTPL. Impairment of financial assets A loss allowance for expected credit losses is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The expected credit loss recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. The Company applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime expected loss provision. The expected credit losses on these financial assets is estimated using a provision matrix by reference to past default experience and an equivalent credit rating, adjusted as appropriate for current observable data and forward-looking information. For all other financial assets at amortized cost, the Company recognizes lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition, which is determined by: ● A review of overdue amounts ● Comparing the risk of default at the reporting date and at the date of initial recognition ● An assessment of relevant historical and forward-looking quantitative and qualitative information. For those balances that are beyond 30 days overdue it is presumed to be an indicator of a significant increase in credit risk. If the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-months expected credit loss, which comprises the expected lifetime loss from the instrument were a default to occur within 12 months of the reporting date. The Company considers an event of default has materialised and the financial asset is credit impaired when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay the Company without taking into account any collateral held by the Company or if the financial asset is more than 90 days past due unless the Company has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. Derecognition of financial assets and financial liabilities The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralised borrowing for the proceeds received. The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled or have expired. On derecognition of a financial asset/financial liability in its entirety, the difference between the carrying amount of the financial asset/financial liability and the sum of the consideration received and receivable/paid and payable is recognized in profit and loss. On derecognition of equity investments designated and measured at FVTOCI, the cumulative gain or loss recognized in other comprehensive income is reclassified directly to retained earnings. | |
Goods and services tax | 2.14 Goods and services tax Revenues, expenses and assets are recognized net of the amount of goods and services tax (“GST”), except: ● where the amount of GST incurred is not recoverable from the taxation authority, it is recognized as part of the cost of acquisition of an asset or as part of an item of expense; or ● for receivables and payables which are recognized inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. | 2.15 Goods and services tax Revenues, expenses and assets are recognized net of the amount of goods and services tax (“GST”), except: ● where the amount of GST incurred is not recoverable from the taxation authority, it is recognized as part of the cost of acquisition of an asset or as part of an item of expense; or ● for receivables and payables which are recognized inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. | |
Income tax | 2.15 Income tax Tax Consolidation The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment is the head entity. As a result, the Company is subject to income tax through its membership of this tax consolidated group. Entities within the tax consolidated group have entered into a tax funding agreement and a tax sharing agreement with the head entity. The current and deferred tax amounts for the tax consolidated group are allocated to the members of the tax consolidated group (including the Company) using the ‘separate taxpayer within group’ approach. This method requires tax to be calculated for each member with adjustments for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the group or that have a different tax consequence at the level of the group. Accordingly, the Company recognizes an allocation of income taxes in the financial statements as if it calculated and filed a separate income tax return for Cobar, Acelight and Isokind. Deferred taxes are allocated by reference to the carrying amounts in the financial statements of the Company and the tax values applying under tax consolidation. Current tax liabilities arising from this process are accounted for as being assumed by the head entity, as under Australian taxation law the head entity has the legal obligation for (or right to) these amounts. Such amounts are reflected in amounts receivable from or payable to the head entity via Parent net investment, see movement to “Glencore Investment tax loan” in note 22. Income tax consists of current and deferred income taxes. Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Adjustments are made for transactions and events occurring within the tax consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. Deferred tax Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the balance sheet. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. Adjustments are made for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilized. However, deferred tax assets and liabilities are not recognized if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realized or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company has both the right and the intention to settle its current tax assets and liabilities on a net or simultaneous basis. The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its best estimate of these tax liabilities, including related interest charges, taking into account the range of possible outcomes. Tax payments Tax payments from companies within the Glencore Investment tax consolidated group are made by Glencore Investment in accordance with the tax sharing and tax funding agreements entered into by those entities and settled through intercompany loans via parent net investment (see note 22). Tax payments are disclosed within cash flows from operating activities in the statement of cash flows. | 2.16 Income tax Tax Consolidation The Company is part of a tax consolidated group under Australian taxation law, of which Glencore Investment is the head entity. As a result, the Company is subject to income tax through its membership of this tax consolidated group. Entities within the tax consolidated group have entered into a tax funding agreement and a tax sharing agreement with the head entity. The current and deferred tax amounts for the tax consolidated group are allocated to the members of the tax consolidated group (including the Company) using the ‘separate taxpayer within group’ approach. This method requires tax to be calculated for each member with adjustments for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the group or that have a different tax consequence at the level of the group. Accordingly, the Company recognizes an allocation of income taxes in the financial statements as if it calculated and filed a separate income tax return for Cobar, Acelight and Isokind. Deferred taxes are allocated by reference to the carrying amounts in the financial statements of the Company and the tax values applying under tax consolidation. Current tax liabilities arising from this process are accounted for as being assumed by the head entity, as under Australian taxation law the head entity has the legal obligation for (or right to) these amounts. Such amounts are reflected in amounts receivable from or payable to the head entity via Parent net investment, see movement to “Glencore Investment tax loan” in note 22. Income tax consists of current and deferred income taxes. Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Adjustments are made for transactions and events occurring within the tax consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. Deferred tax Deferred tax is accounted for using the balance sheet liability method. Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the balance sheet. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. Adjustments are made for transactions and events occurring within the tax-consolidated group that do not give rise to a tax consequence for the Company or that have different tax consequences at the level of the Company. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilized. However, deferred tax assets and liabilities are not recognized if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realized or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company has both the right and the intention to settle its current tax assets and liabilities on a net or simultaneous basis. The Company assesses its liabilities and contingencies for all tax years open to audit based upon the latest information available. Inherent uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax laws. For those matters where it is probable that an adjustment will be made, the Company records its best estimate of these tax liabilities, including related interest charges, taking into account the range of possible outcomes. Tax payments Tax payments from companies within the Glencore Investment tax consolidated group are made by Glencore Investment in accordance with the tax sharing and tax funding agreements entered into by those entities and settled through intercompany loans via parent net investment (see note 22). Tax payments are disclosed within cash flows from operating activities in the statement of cash flows. | |
Employee and retirement benefits | 2.16 Employee and retirement benefits A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognized in respect of short-term employee benefits, are measured at their face value without the effect of discounting using the remuneration rate expected to apply at the time of settlement. Liabilities recognized in respect of long term employee benefits are measured as the present value of the estimated future cash outflows to be made by the Company in respect of services provided by employees up to reporting date. | 2.17 Employee and retirement benefits A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognized in respect of short-term employee benefits, are measured at their face value without the effect of discounting using the remuneration rate expected to apply at the time of settlement. Liabilities recognized in respect of long term employee benefits are measured as the present value of the estimated future cash outflows to be made by the Company in respect of services provided by employees up to reporting date. |
Significant accounting polic_24
Significant accounting policies (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Significant accounting policies | ||
Schedule of average and closing AUD/USD foreign currency exchange rates | Average Closing FX rate FX rate 2021 0.7512 0.7272 2022 0.6935 0.6804 | Average Closing FX rate FX rate 2020 0.6884 0.7706 2021 0.7512 0.7272 |
Schedule of estimated useful lives for the current and comparative periods | Buildings 10 Freehold land Not depreciated Plant and equipment 3 Right-of-use assets 2 Mine development UOP | Buildings 10 – 45 years/Straight-line Freehold land Not depreciated Plant and equipment 3 – 30 years/UOP Right-of-use assets 2 – 30 years Mine development UOP |
Schedule of major categories of intangibles are amortized on a straight-line basis | Licences and software 3 | Licences and software 3 – 9 years |
Revenue (Tables)_2_3
Revenue (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Schedule of revenues | Three months ended March 31 US$ thousand 2023 2022 Sale of commodities – Copper $ 62,657 $ 73,780 Sale of by product – Silver 2,570 2,736 Total $ 65,227 $ 76,516 | US$ thousand 2022 2021 Sale of commodities – Copper 211,152 260,673 Sale of by product – Silver 8,553 12,707 Total 219,705 273,380 | US$thousand 2021 2020 Sale of commodities – Copper 260,673 192,008 Sale of by product – Silver 12,707 10,175 Total 273,380 202,183 |
Depreciation and amortization_8
Depreciation and amortization expense (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation and amortization expense | |||
Schedule of depreciation and amortization expense | Three months ended March 31 US$ thousand Notes 2023 2022 Included in cost of goods sold: Depreciation expenses 12 $ (11,696) $ (11,942) Amortization expenses (25) (8) Total $ (11,721) $ (11,950) | US$ thousand Notes 2022 2021 Included in cost of goods sold: Depreciation expenses 12 (51,328) (52,262) Amortization expenses (201) (59) Total (51,529) (52,321) | US$thousand Notes 2021 2020 Included in cost of goods sold: Depreciation expenses 12 (52,262) (55,433) Amortization expenses (59) — Total (52,321) (55,433) |
Employee benefits expense (Ta_3
Employee benefits expense (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee benefits expense | |||
Schedule of employee benefits expense | Three months ended March 31 US$ thousand 2023 2022 Included in cost of goods sold: Wages and salaries $ (11,716) $ (11,660) Defined contribution plans (1,574) (1,513) Other employee benefits — (3) Total $ (13,290) $ (13,176) | US$ thousand 2022 2021 Included in cost of goods sold: Wages and salaries (44,189) (47,089) Defined contribution plans (4,694) (5,589) Other employee benefits (28) (147) Total (48,911) (52,825) | US$thousand 2021 2020 Included in cost of goods sold: Wages and salaries (47,089) (40,973) Defined contribution plans (5,589) (4,305) Other employee benefits (147) (584) Total (52,825) (45,862) |
Finance income and costs (Tab_3
Finance income and costs (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance income and costs | |||
Schedule of finance income and costs | Three months ended March 31 US$ thousand Notes 2023 2022 Finance income Interest income from banks and other third parties $ 4 $ — Total $ 4 $ — Finance costs Interest expense on debts and borrowings (1) — Interest expense on loans from related parties — (4) Interest expense on lease liabilities (11) (21) Total interest expense (12) (25) Accretion expense on rehabilitation provision 16 (141) (144) Total $ (153) $ (169) Finance costs – net $ (149) $ (169) | US$ thousand Notes 2022 2021 Finance income Interest income from banks and other third parties 6 3 Total 6 3 Finance costs Interest expense on debts and borrowings (12) (3) Interest expense on lease liabilities (67) (62) Total interest expense (79) (65) Accretion expense on rehabilitation provision 16 (851) (465) Total (930) (530) Finance costs – net (924) (527) | US$thousand Notes 2021 2020 Finance income Interest income from banks and other third parties 3 9 Total 3 9 Finance costs Interest expense on debts and borrowings (3) — Interest expense on lease liabilities (62) (316) Total interest expense (65) (316) Accretion expense on rehabilitation provision 16 (465) (477) Total (530) (793) Finance costs – net (527) (784) |
Income taxes (Tables)_2_3
Income taxes (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | |||
Schedule of income taxes | Three months ended March 31 US$ thousand 2023 2022 Current income tax expense $ (2,621) $ (15,237) Total income tax expense $ (2,621) $ (15,237) Deferred income tax (expense)/benefit $ (1,359) $ 2,264 Total deferred income tax (expense)/benefit $ (1,359) $ 2,264 Total income tax expense reported in the interim condensed statement of profit or loss $ (3,981) $ (12,973) | US$ thousand 2022 2021 Current income tax (expense)/benefit (19,125) 100,858 Adjustments in respect of current income tax (1,899) (1,275) Total income tax (expense)/benefit (21,024) 99,583 Deferred income tax benefit/(expense) 3,622 (1,638) Adjustments in respect of prior year deferred income tax 1,687 2,114 Total deferred income tax benefit 5,309 476 Total income tax (expense)/benefit reported in the statement of profit or loss (15,715) 100,059 | US$thousand 2021 2020 Current income tax benefit/(expense) 100,858 (33,602) Adjustments in respect of current income tax (1,275) (3,018) Total income tax benefit/(expense) 99,583 (36,620) Deferred income tax (expense)/benefit (1,638) 4,318 Adjustments in respect of prior year deferred income tax 2,114 1,261 Total deferred income tax benefit 476 5,579 Total income tax benefit/(expense) reported in the statement of profit or loss 100,059 (31,041) |
Schedule of reconciliation of income tax (expense)/benefit and the accounting profit multiplied by domestic tax rate | US$ thousand 2023 2022 Profit before income taxes $ 9,083 $ 26,512 Income tax expense calculated at the Australian income tax rate of 30% (2022: 30%) (2,725) (7,954) Tax effects of: Movement in uncertain tax position (1,256) (5,019) Income tax expense $ (3,981) $ (12,973) | US$ thousand 2022 2021 Profit before income taxes 10,356 66,436 Income tax expense calculated at the Australian income tax rate of 30% (2021: 30%) (3,107) (19,931) Tax effects of: Movement in uncertain tax positions (12,395) 118,846 Utilization and changes in recognition of tax losses and temporary differences — 305 Adjustments in respect of prior years (213) 839 Income tax (expense)/benefit (15,715) 100,059 | US$thousand 2021 2020 Profit before income taxes 66,436 1,904 Income tax expense calculated at the Australian income tax rate of 30% (2020: 30%) (19,931) (571) Tax effects of: Movement in uncertain tax positions 118,846 (28,712) Utilization and changes in recognition of tax losses and temporary differences 305 — Adjustments in respect of prior years 839 (1,758) Income tax benefit/(expense) 100,059 (31,041) |
Schedule of deferred taxes | Recognized US$ thousand 2022 in profit or loss 2021 Deferred tax liabilities Depreciation and amortization (19,280) 3,092 (22,372) Provisions and payables 10,611 (1,037) 11,648 Receivables and consumables (82) 3,253 (3,335) Total (8,750) 5,309 (14,059) Total deferred tax – net (8,750) 5,309 (14,059) Recognized US$ thousand 2021 in profit or loss 2020 Deferred tax liabilities Depreciation and amortization (22,372) 4,039 (26,411) Provisions and payables 11,648 1,495 10,153 Receivables and consumables (3,335) (5,058) 1,723 Total (14,059) 476 (14,535) Total deferred tax – net (14,059) 476 (14,535) | Recognized US$thousand 2021 in profit or loss 2020 Deferred tax liabilities Depreciation and amortization (22,372) 4,039 (26,411) Provisions and payables 11,648 1,495 10,153 Receivables and consumables (3,335) (5,058) 1,723 Total (14,059) 476 (14,535) Total deferred tax – net (14,059) 476 (14,535) Recognized US$thousand 2020 in profit or loss 2019 Deferred tax liabilities Depreciation and amortization (26,411) 4,460 (30,871) Provisions and payables 10,153 40 10,113 Receivables and consumables 1,723 1,079 644 Total (14,535) 5,579 (20,114) Total deferred tax – net (14,535) 5,579 (20,114) |
Trade and other receivables (_4
Trade and other receivables (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade and other receivables | |||
Schedule of trade and other receivables | US$ thousand Notes March 31, 2023 December 31, 2022 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 21 $ — $ 9,052 Other receivables Financial assets at amortized cost Other receivables 1 1 Non-financial instruments Indirect tax receivable 1,647 3,179 Total other receivables $ 1,648 $ 3,180 | US$ thousand Notes 2022 2021 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 22 9,052 2,551 Other receivables Financial assets at amortized cost Other receivables 1 141 Non-financial instruments Indirect tax receivable 3,179 3,606 Total other receivables 3,180 3,747 | January 1, US$thousand Notes 2021 2020 2020 Financial assets at fair value through profit or loss Trade receivables from related parties containing provisional pricing features 22 2,551 8,861 6,718 Other receivables Financial assets at amortized cost Other receivables 141 167 1,351 Non-financial instruments Indirect tax receivable 3,606 2,481 1,648 Total other receivables 3,747 2,648 2,999 |
Inventories (Tables)_2_3
Inventories (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventories | |||
Schedule of inventories | US$ thousand March 31, 2023 December 31, 2022 Current Supplies and consumables $ 14,154 $ 12,595 Work in progress 129 670 Finished goods 7,132 9,774 Total current $ 21,415 $ 23,039 Non-current Supplies and consumables $ 334 $ 354 Total non-current $ 334 $ 354 Total $ 21,749 $ 23,393 | US$ thousand 2022 2021 Current Supplies and consumables (1) 12,595 9,593 Work in progress 670 1,013 Finished goods 9,774 14,248 Total current 23,039 24,854 Non-current Supplies and consumables (1) 354 431 Total non-current 354 431 Total 23,393 25,285 | January 1, US$thousand 2021 2020 2020 Current Supplies and consumables (1) 9,593 7,551 5,786 Work in progress 1,013 2,236 3,783 Finished goods 14,248 6,802 5,032 Total current 24,854 16,589 14,601 Junuary 1, US$thousand 2021 2020 2020 Non-current Supplies and consumables (1) 431 565 518 Total non-current 431 565 518 Total 25,285 17,154 15,119 (1) Net reversal of the write down of inventories for obsolete and slow moving stock of $165 thousand for the year (2020: write down of $228 thousand; January 1, 2020: reversal of write down of $30 thousand). |
Property, plant and equipmen_10
Property, plant and equipment, net (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant and equipment, net | |||
Schedule of property, plant and equipment, net | Freehold land Plant and Right-of-use Mine US$ thousand Notes and buildings equipment assets development Total Net book value At January 1, 2023 $ 1,247 $ 201,133 $ 899 $ 218,947 $ 422,226 Depreciation 6 (65) (7,218) (352) (4,061) (11,696) Additions — 4,141 — 9,239 13,380 At March 31, 2023 $ 1,182 $ 198,056 $ 547 $ 224,125 $ 423,910 | Freehold Right-of- land and Plant and use Mine US$ thousand Notes buildings equipment assets development Total Cost As at January 1, 2022 8,873 477,079 2,135 457,099 945,186 Additions — 56,068 970 20,717 77,755 Disposals — (157) — — (157) Other movements (1) — (10,405) — 8,053 (2,352) As at December 31, 2022 8,873 522,585 3,105 485,869 1,020,432 Accumulated depreciation and impairment: As at January 1, 2022 7,097 289,270 886 249,762 547,015 Depreciation 6 529 32,319 1,320 17,160 51,328 Disposals — (137) — — (137) As at December 31, 2022 7,626 321,452 2,206 266,922 598,206 Net book value as at December 31, 2022 1,247 201,133 899 218,947 422,226 (1) Primarily consists of decreases in rehabilitation costs of $2,352 thousand (plant and equipment). The balance is expenditure for construction in progress carried in plant and equipment and transferred to the respective asset category when brought in to use. Freehold Right-of- land and Plant and use Mine US$ thousand Notes buildings equipment assets development Total Cost As at January 1, 2021 8,986 444,611 177 443,819 897,593 Additions — 24,225 1,958 6,663 32,846 Disposals — (8,202) — — (8,202) Other movements (1) (113) 16,445 — 6,617 22,949 As at December 31, 2021 8,873 477,079 2,135 457,099 945,186 Accumulated depreciation and impairment: As at January 1, 2021 6,394 264,296 65 231,681 502,436 Depreciation 6 703 32,645 821 18,093 52,262 Disposals — (8,202) — — (8,202) Other movements (1) — 531 — (12) 519 As at December 31, 2021 7,097 289,270 886 249,762 547,015 Net book value as at December 31, 2021 1,776 187,809 1,249 207,337 398,171 (1) Primarily consists of increases in rehabilitation costs of $24,056 thousand (plant and equipment) offset by $1,107 thousand of other reclassifications within the various property, plant and equipment headings. The balance is expenditure for construction in progress carried in plant and equipment and transferred to the respective asset category when brought in to use. | Freehold Right-of- land and Plant and use Mine US$thousand Notes buildings equipment assets development Total Cost At January 1, 2021 8,986 444,611 177 443,819 897,593 Additions — 24,225 1,958 6,663 32,846 Disposals — (8,202) — — (8,202) Other movements (1) (113) 16,445 — 6,617 22,949 At December 31, 2021 8,873 477,079 2,135 457,099 945,186 Accumulated depreciation and impairment: At January 1, 2021 6,394 264,296 65 231,681 502,436 Depreciation 6 703 32,645 821 18,093 52,262 Disposals — (8,202) — — (8,202) Other movements (1) — 531 — (12) 519 At December 31, 2021 7,097 289,270 886 249,762 547,015 Net book value at December 31, 2021 1,776 187,809 1,249 207,337 398,171 (1) Primarily consists of increases in rehabilitation costs of $24,056 thousand (plant and equipment) offset by $1,107 thousand of other reclassifications within the various property, plant and equipment headings. Expenditure for construction in progress is carried in plant and equipment and is transferred to the respective category when brought in to use. Freehold Right-of- land and Plant and use Mine US$thousand Notes buildings equipment assets development Total Cost At January 1, 2020 15,836 402,089 13,395 421,939 853,259 Additions — 57,004 176 — 57,180 Disposals (35) (1,256) (9,955) (180) (11,426) Other movements (1) (6,815) (13,226) (3,439) 22,060 (1,420) At December 31, 2020 8,986 444,611 177 443,819 897,593 Accumulated depreciation and impairment: At January 1, 2020 11,121 229,019 6,079 209,345 455,564 Depreciation 6 392 30,191 2,335 22,515 55,433 Disposals (35) (1,127) (7,220) (179) (8,561) Other movements (1) (5,084) 6,213 (1,129) — — At December 31, 2020 6,394 264,296 65 231,681 502,436 Net book value at December 31, 2020 2,592 180,315 112 212,138 395,157 (1) Primarily consists of increases in rehabilitation costs of $423 thousand (plant and equipment) and reclassifications within the various property, plant and equipment headings. |
Trade and other payables (Tab_3
Trade and other payables (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade and other payables | |||
Schedule of trade and other payables | US$ thousand Notes March 31, 2023 December 31, 2022 Financial liabilities at amortized cost Trade payables due to third parties $ 10,734 $ 21,139 Trade payables due to related parties 21 1,720 799 Other payables Financial liabilities at amortized cost Mining royalty payable 1,871 1,757 Accrued expenses 4,612 4,803 Total other payables $ 6,483 $ 6,560 | US$ thousand Notes 2022 2021 Financial liabilities at amortized cost Trade payables due to third parties 21,139 9,482 Trade payables due to related parties 22 799 652 Other payables Financial liabilities at amortized cost Mining royalty payable 1,757 2,617 Accrued expenses 4,803 5,838 Total other payables 6,560 8,455 | January 1, US$thousand Notes 2021 2020 2020 Financial liabilities at amortized cost Trade payables due to third parties 9,482 8,656 5,688 Trade payables due to related parties 22 652 — 481 Other payables Financial liabilities at amortized cost Mining royalty payable 2,617 2,119 — Accrued expenses 5,838 11,144 19,454 Total other payables 8,455 13,263 19,454 |
Leases (Tables)_2_3
Leases (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Schedule of lease liabilities | US$ thousand March 31, 2023 December 31, 2022 Current Lease liabilities $ 568 $ 848 Total current $ 568 $ 848 Non-current Lease liabilities 67 128 Total non-current 67 128 Total $ 635 $ 976 | US$ thousand 2022 2021 Current Lease liabilities 848 1,047 Total current 848 1,047 Non-current Lease liabilities 128 226 Total non-current 128 226 Total 976 1,273 | January 1, US$thousand 2021 2020 2020 Current Lease liabilities 1,047 105 3,054 Total current 1,047 105 3,054 Non-current Lease liabilities 226 27 1,832 Total non-current 226 27 1,832 Total 1,273 132 4,886 |
Schedule of reconciliation of cash flow to movement in lease liabilities | Three months ended March 31 US$ thousand 2023 2022 Cash related movements in leases liabilities (1) Payment of lease liabilities $ (346) $ (316) (346) (316) Non-cash related movements in lease liabilities Foreign exchange movements (7) 90 Change in lease liabilities (2) 12 496 5 586 (Decrease)/increase in lease liabilities for the period (341) 270 Total lease liabilities – opening $ 976 $ 1,273 Total lease liabilities – closing $ 635 $ 1,543 (1) See unaudited interim condensed statement of cash flows. (2) 2022 relates to new leases. | US$ thousand 2022 2021 Cash related movements in leases liabilities (1) Payment of lease liabilities (1,275) (781) Non-cash related movements in lease liabilities Foreign exchange movements (57) (98) Change in lease liabilities (2) 1,035 2,020 978 1,922 (Decrease)/increase in lease liabilities for the year (297) 1,141 Total lease liabilities – opening 1,273 132 Total lease liabilities – closing 976 1,273 (1) See statement of cash flows. (2) In 2022 and 2021 this relates to new leases. | US$thousand 2021 2020 Cash related movements in leases liabilities (1) Payment of lease liabilities (781) (2,718) Non-cash related movements in lease liabilities Foreign exchange movements (98) 344 Change in lease liabilities (2) 2,020 (2,380) 1,922 (2,036) Increase/(decrease) in lease liabilities for the year 1,141 (4,754) Total lease liabilities – opening 132 4,886 Total lease liabilities – closing 1,273 132 (1) See statement of cash flows. (2) In 2021 this relates to new leases (2020: lease buy out). |
Schedule of amounts recognized in the statement of profit or loss and other comprehensive income | Three months ended March 31 US$ thousand 2023 2022 Depreciation on right-of-use assets $ (352) $ (309) Interest expense on lease liabilities (11) (21) Expense relating to variable lease payments not included in the measurement of the lease liability (1) (169) — Expense relating to short-term leases (350) (1,536) Expense relating to low-value leases (1) — Total $ (883) $ (1,866) (1) Relates to variable lease payments on fleet hire based on available hours. | US$ thousand 2022 2021 Depreciation on right-of-use assets (1,320) (821) Interest expense on lease liabilities (67) (62) Expense relating to short-term leases (132) (2,257) Expense relating to low-value leases (5) (5) Total (1,524) (3,145) | US$thousand 2021 2020 Depreciation on right-of-use assets (821) (2,335) Interest expense on lease liabilities (62) (316) Expense relating to short-term leases (2,257) (953) Expense relating to low-value leases (5) — Total (3,145) (3,604) |
Provisions (Tables)_2_3
Provisions (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Provisions | |||
Schedule of changes in provisions | Employee Rehabilitation US$ thousand entitlements costs Other Total January 1, 2023 $ 14,277 $ 43,868 $ 53 $ 58,198 Utilised (1,775) — — (1,775) Accretion — 141 — 141 Effect of foreign currency exchange movements (166) 73 (1) (94) Net book value March 31, 2023 $ 12,336 $ 44,082 $ 52 $ 56,470 Current $ 11,548 $ 270 $ 52 $ 11,870 Non-current 788 43,812 — 44,600 Net book value March 31, 2023 $ 12,336 $ 44,082 $ 52 $ 56,470 | Employee Rehabilitation US$ thousand entitlements costs Other Total January 1, 2022 16,117 44,023 481 60,621 Utilized (941) (166) — (1,107) Released (55) — (430) (485) Accretion — 851 — 851 Additions — — 22 22 Effect of foreign currency exchange movements (844) (840) (20) (1,704) Net book value December 31, 2022 14,277 43,868 53 58,198 Current 13,467 270 53 13,790 Non-current 810 43,598 — 44,408 Net book value December 31, 2022 14,277 43,868 53 58,198 January 1, 2021 15,220 19,637 564 35,421 Utilized (1,497) (135) (162) (1,794) Accretion — 465 — 465 Additions 2,006 24,056 99 26,161 Effect of foreign currency exchange movements 388 — (20) 368 Net book value December 31, 2021 16,117 44,023 481 60,621 Current 15,190 54 481 15,725 Non-current 927 43,969 — 44,896 Net book value December 31, 2021 16,117 44,023 481 60,621 | Employee Rehabilitation US$thousand entitlements costs Other Total January 1, 2021 15,220 19,637 564 35,421 Utilized (1,497) (135) (162) (1,794) Accretion — 465 — 465 Additions 2,006 24,056 99 26,161 Effect of foreign currency exchange movements 388 — (20) 368 Net book value December 31, 2021 16,117 44,023 481 60,621 Current 15,190 54 481 15,725 Non-current 927 43,969 — 44,896 Net book value December 31, 2021 16,117 44,023 481 60,621 January 1, 2020 13,907 19,142 — 33,049 Utilized (613) (405) (223) (1,241) Accretion — 477 — 477 Additions 612 423 787 1,822 Effect of foreign currency exchange movements 1,314 — — 1,314 Net book value December 31, 2020 15,220 19,637 564 35,421 Current 14,252 98 564 14,914 Non-current 968 19,539 — 20,507 Net book value December 31, 2020 15,220 19,637 564 35,421 |
Financial and capital risk ma_8
Financial and capital risk management (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial and capital risk management | ||
Summary of carrying amounts of Company's foreign currency denominated monetary assets and monetary liabilities at reporting date | 2022 US$ thousand Notes U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 1,286 — 1,316 Trade receivables from related parties 10 9,052 — — 9,052 Other receivables 10 — 3,180 — 3,180 Trade payables 14 (1,853) (19,286) — (21,139) Trade payables to related parties 14 (545) (254) — (799) Other payables 14 (1,047) (5,513) — (6,560) Lease liabilities 15 — (976) — (976) Net debt 5,637 (21,563) — (15,926) 2021 US$ thousand U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 49 — 79 Trade receivables from related parties 10 2,551 — — 2,551 Other receivables 10 — 3,747 — 3,747 Trade payables 14 (100) (9,295) (87) (9,482) Trade payables to related parties 14 (652) — — (652) Other payables 14 (248) (8,207) — (8,455) Lease liabilities 15 — (1,273) — (1,273) Net debt 1,581 (14,979) (87) (13,485) | 2021 US$ thousand Notes U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 49 — 79 Trade receivables from related parties 10 2,551 — — 2,551 Other receivables 10 — 3,747 — 3,747 Trade payables 14 (100) (9,295) (87) (9,482) Trade payables to related parties 14 (652) — — (652) Other payables 14 (248) (8,207) — (8,455) Lease liabilities 15 — (1,273) — (1,273) Net debt 1,581 (14,979) (87) (13,485) 2020 US$ thousand U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 80 — 110 Trade receivables from related parties 10 8,861 — — 8,861 Other receivables 10 — 2,648 — 2,648 Trade payables 14 — (8,656) — (8,656) Other payables 14 — (13,263) — (13,263) Lease liabilities 15 — (132) — (132) Net debt 8,891 (19,323) — (10,432) January 1, 2020 US$ thousand U.S. dollar Australian dollar Other Total Cash and cash equivalents 30 234 — 264 Trade receivables from related parties 10 6,718 — — 6,718 Other receivables 10 — 2,999 — 2,999 Trade payables 14 (512) (5,176) — (5,688) Trade payables to related parties 14 (481) — — (481) Other payables 14 (1,751) (17,703) — (19,454) Lease liabilities 15 — (4,886) — (4,886) Net debt 4,004 (24,532) — (20,528) |
Summary of Company's sensitivity to 10% increase and decrease in U.S. dollar against relevant foreign currencies | 2022 US$ thousand Profit or loss Other equity Australian dollar 2,156 2,156 Total 2,156 2,156 2021 US$ thousand Profit or loss Other equity Australian dollar 1,498 1,498 Other 9 9 Total 1,507 1,507 | 2021 Profit or Other US$ thousand loss equity Australian dollar 1,498 1,498 Other 9 9 Total 1,507 1,507 2020 Profit or Other US$ thousand loss equity Australian dollar 1,932 1,932 Total 1,932 1,932 January 1, 2020 Profit or Other US$ thousand loss equity Australian dollar 2,453 2,453 Total 2,453 2,453 |
Summary of maturity profile of Company's financial liabilities based on contractual terms, and associated current financial assets | 2022 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 3 28 31 Lease liabilities – undiscounted 2 129 876 1,007 Trade and other payables 14 — — 28,498 28,498 Total 2 132 29,402 29,536 Current financial assets 10,369 10,369 2021 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 2 37 39 Lease liabilities – undiscounted — 228 1,084 1,312 Trade and other payables 14 — — 18,589 18,589 Total — 230 19,710 19,940 Current financial assets 2,771 2,771 | 2021 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 2 37 39 Lease liabilities – undiscounted — 228 1,084 1,312 Trade and other payables 14 — — 18,589 18,589 Total — 230 19,710 19,940 Current financial assets 2,771 2,771 2020 After Due Due US$ thousand Notes 2 years 1 – 2 years 0 – 1 year Total Expected future interest payments — 2 5 7 Lease liabilities – undiscounted — 29 110 139 Trade and other payables 14 — — 21,919 21,919 Total — 31 22,034 22,065 Current financial assets 9,138 9,138 January 1, 2020 After Due Due US$ thousand Notes 2 years 1-2 years 0-1 year Total Expected future interest payments — 348 523 871 Lease liabilities – undiscounted — 2,180 3,577 5,757 Trade and other payables 14 — — 25,623 25,623 Total — 2,528 29,723 32,251 Current financial assets 8,333 8,333 |
Financial instruments (Tables_3
Financial instruments (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial instruments | |||
Summary of financial assets and liabilities presented by class in tables at their carrying values, which generally approximate the fair values | 2023 US$ thousand Notes Amortized cost FVTPL (1) Total Assets Other receivables 10 $ 1 $ — $ 1 Total financial assets $ 1 $ — $ 1 Liabilities Trade payables 14 $ 10,734 $ — $ 10,734 Trade payables to related parties 14 1,720 — 1,720 Other payables 14 6,483 — 6,483 Lease liabilities 15 635 — 635 Total financial liabilities $ 19,572 $ — $ 19,572 (1) FVTPL — Fair value through profit or loss. 2022 US$thousand Notes Amortized cost FVTPL (1) Total Assets Trade receivables from related parties 10 $ — $ 9,052 $ 9,052 Other receivables 10 1 - 1 Total financial assets $ 1 $ 9,052 $ 9,503 Liabilities Trade payables 14 $ 21,139 $ — $ 21,139 Trade payables to related parties 14 799 — 799 Other payables 14 6,560 — 6,560 Lease liabilities 15 976 — 976 Total financial liabilities $ 29,474 $ — $ 29,474 (1) FVTPL - Fair value through profit or loss. | Amortized US$ thousand Notes cost FVTPL (1) Total Assets Trade receivables from related parties 10 — 9,052 9,052 Other receivables 10 1 — 1 Total financial assets 1 9,052 9,053 Liabilities Trade payables 14 21,139 — 21,139 Trade payables to related parties 14 799 — 799 Other payables 14 6,560 — 6,560 Lease liabilities 15 976 — 976 Total financial liabilities 29,474 — 29,474 (1) FVTPL — Fair value through profit or loss. 2021 Amortized US$ thousand Notes cost FVTPL (1) Total Assets Trade receivables from related parties 10 — 2,551 2,551 Other receivables 10 141 — 141 Total financial assets 141 2,551 2,692 Liabilities Trade payables 14 9,482 — 9,482 Trade payables to related parties 14 652 — 652 Other payables 14 8,455 — 8,455 Lease liabilities 15 1,273 — 1,273 Total financial liabilities 19,862 — 19,862 (1) FVTPL — Fair value through profit or loss . | 2021 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 79 — 79 Trade receivables from related parties 10 — 2,551 2,551 Other receivables 10 141 — 141 Total financial assets 220 2,551 2,771 Liabilities Trade payables 14 9,482 — 9,482 Trade payables to related parties 14 652 — 652 Other payables 14 8,455 — 8,455 Lease liabilities 15 1,273 — 1,273 Total financial liabilities 19,862 — 19,862 (1) FVTPL — Fair value through profit or loss. 2020 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 110 — 110 Trade receivables from related parties 10 — 8,861 8,861 Other receivables 10 167 — 167 Total financial assets 277 8,861 9,138 Liabilities Trade payables 14 8,656 — 8,656 Other payables 14 13,263 — 13,263 Lease liabilities 15 132 — 132 Total financial liabilities 22,051 — 22,051 (1) FVTPL — Fair value through profit or loss. January 1, 2020 Amortized US$thousand Notes cost FVTPL (1) Total Assets Cash and cash equivalents 264 — 264 Trade receivables from related parties 10 — 6,718 6,718 Other receivables 10 1,351 — 1,351 Total financial assets 1,615 6,718 8,333 Liabilities Trade payables 14 5,688 — 5,688 Trade payables to related parties 14 481 481 Other payables 14 19,454 19,454 Lease liabilities 15 4,886 — 4,886 Total financial liabilities 30,509 — 30,509 (1) FVTPL — Fair value through profit or loss. |
Fair value measurements (Tabl_3
Fair value measurements (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair value measurements | |||
Summary of fair values of assets measured at fair value on a recurring basis | 2023 US$thousand Notes Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents $ 406 $ — $ — $ 406 Total $ 406 $ — $ — $ 406 2022 US$thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents $ 1,316 $ — $ — $ 1,316 Trade receivables 10 — 9,052 — 9,052 Total $ 1,316 $ 9,052 $ — $ 10,368 | US$ thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 1,316 — — 1,316 Trade receivables — 9,052 — 9,052 Total 1,316 9,052 — 10,368 2021 US$ thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 79 — — 79 Trade receivables — 2,551 — 2,551 Total 79 2,551 — 2,630 | 2021 US$thousand Level 1 Level 2 Level 3 Total Financial assets Cash and cash equivalents 79 — — 79 Trade receivables — 2,551 — 2,551 Total 79 2,551 — 2,630 2020 US$thousand Level 1 Level 2 Level 3 Total Cash and cash equivalents 110 — — 110 Trade receivables — 8,861 — 8,861 Total 110 8,861 — 8,971 January 1, 2020 US$thousand Level 1 Level 2 Level 3 Total Cash and cash equivalents 264 — — 264 Trade receivables — 6,718 — 6,718 Total 264 6,718 — 6,982 |
Relationship with Parent and_10
Relationship with Parent and related entities (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Relationship with Parent and related entities | |||
Summary of components of Parent net investment include movements to net transactions with the Parent | Three months ended March 31 US$thousand 2023 2022 Parent net investment At January 1 $ 162,467 $ 135,797 Glencore Investment tax loan 1,370 10,220 Glencore Australia Holdings working capital (10,397) (21,269) Uncertain tax position 1,256 5,019 Net transactions with Parent (7,771) (6,030) At March 31 $ 154,696 $ 129,767 | US$ thousand 2022 2021 Parent net investment As at January 1 135,797 309,998 Glencore Investment tax loan 8,629 19,461 Glencore Australia Holdings working capital 5,646 (74,816) Uncertain tax position 12,395 (118,846) Net transactions with Parent 26,670 (174,201) As at December 31 162,467 135,797 | US$thousand 2021 2020 Parent net investment At January 1 309,998 266,976 Glencore Investment tax loan 19,461 7,908 Glencore Australia Holdings working capital (74,816) 6,402 Uncertain tax position (118,846) 28,712 Net transactions with Parent (174,201) 43,022 At December 31 135,797 309,998 |
Summary of related party transactions and balances | Purchases of Trade receivables Trade payables Sales of goods goods and due from related due to related US$ thousand and services services parties parties Glencore International AG 2023 $ 65,227 $ — $ — $ 994 2022 76,516 — 9,052 — Glencore Australia Oil Pty Limited 2023 — (1,299) — 460 2022 — (1,202) — 545 Glencore Australia Holdings Pty Limited 2023 — (299) — — 2022 — (246) — — Other related parties 2023 — (369) — 266 2022 — (331) — 254 | Purchases of Trade receivables Trade payables Sales of goods goods and due from due to related US$ thousand and services services related parties parties Glencore International AG 2022 219,705 — 9,052 — 2021 273,380 — 2,551 — Glencore Australia Oil Pty Limited 2022 — (5,385) — (545) 2021 — (4,349) — (421) Glencore Australia Holdings Pty Limited 2022 — (1,306) — — 2021 — (1,443) — — Other related parties 2022 — (1,501) — (254) 2021 — (1,326) — (231) | Sales of Purchases of Trade receivables Trade payables goods and goods and due from due to related US$thousand services services related parties parties Glencore International AG 2021 273,380 — 2,551 — 2020 202,183 — 8,861 — January 1, 2020 6,718 — Glencore Australia Oil Pty Limited 2021 — (4,349) — (421) 2020 — (5,969) — — January 1, 2020 — — Glencore Australia Holdings Pty Limited 2021 — (1,443) — — 2020 — (2,768) — — January 1, 2020 — — Other related parties 2021 — (1,326) — (231) 2020 — (1,017) — — January 1, 2020 — (481) |
Share capital (Tables)_2_3
Share capital (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share capital | |||
Summary of issued shares | Issued shares March 31, 2023 December 31, 2022 Ordinary shares fully paid - Cobar Management Pty. Limited 1 1 1 1 | Issued shares 2022 2021 Ordinary shares fully paid 1 1 1 1 | January 1, Issued shares 2021 2020 2020 Ordinary shares fully paid 1 1 1 1 1 1 |
Summary of ordinary shares issued and fully paid | Share capital Number of shares US$thousand Balance at January 1, 2023 1 $ — Balance at March 31, 2023 1 $ — | Number of Share capital shares US$ thousand Balance as at January 1, 2021 and December 31, 2021 1 — Balance as at December 31, 2022 1 — | Number of Share capital shares US$thousand Balance at January 1, 2020 and December 31, 2020 1 — Balance at December 31, 2021 1 — |
Earnings per share (Tables)_2_3
Earnings per share (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings per share | |||
Summary of earnings per share | Three months ended March 31 US$thousand 2023 2022 Profit for the purpose of basic earnings per share being net profit attributable to owners of the Company $ 5,102 $ 13,539 Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 Profit for the purpose of diluted earnings per share $ 5,102 $ 13,539 Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic earnings per share $ 5,102 $ 13,539 Diluted earnings per share $ 5,102 $ 13,539 | US$ thousand 2022 2021 (Loss)/profit for the purpose of basic earnings per share being net profit attributable to (5,359) 166,495 Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 (Loss)/profit for the purpose of diluted earnings per share (5,359) 166,495 Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic (loss)/earnings per share (5,359) 166,495 Diluted (loss)/earnings per share (5,359) 166,495 | US$thousand 2021 2020 Profit/(loss) for the purpose of basic earnings per share being net profit attributable to owners of the Company 166,495 (29,137) Weighted average number of ordinary shares for the purposes of basic earnings per share 1 1 Profit/(loss) for the purpose of diluted earnings per share 166,495 (29,137) Weighted average number of ordinary shares for the purposes of diluted earnings per share 1 1 Basic earnings/(loss) per share 166,495 (29,137) Diluted earnings/(loss) per share 166,495 (29,137) |
Corporate information (Detail_3
Corporate information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | 35 Months Ended | ||||
Nov. 22, 2022 USD ($) $ / lb | Mar. 17, 2022 USD ($) | Nov. 28, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 28, 2021 | |
Corporate information | |||||||
Ownership interest in subsidiary (as a percent%) | 100% | 100% | 100% | ||||
Ownership interest to be transferred (as a percent%) | 1.50% | ||||||
Copper averages greater than $4.25/lb for 18 continuous months over life of mine | |||||||
Corporate information | |||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.25 | ||||||
Period of consecutive months | 18 months | ||||||
Copper averages greater than $4.50/lb for 24 continuous months over life of mine | |||||||
Corporate information | |||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.50 | ||||||
Period of consecutive months | 24 months | ||||||
MAC | |||||||
Corporate information | |||||||
Equity consideration | $ 100 | $ 50 | |||||
Percentage of Copper Only Net Smelter Return Life of Mine Royalty | 1.50% | ||||||
Increase in cash consideration depending on PIPE demand | 775 | ||||||
Deferred consideration | 75 | ||||||
MAC | Maximum | |||||||
Corporate information | |||||||
Increase in cash consideration depending on PIPE demand | 875 | ||||||
Glencore Plc | Acelight, Isokind, and Cobar | |||||||
Corporate information | |||||||
Ownership interest in subsidiary (as a percent%) | 100% | 100% | |||||
CSA mine | MAC | |||||||
Corporate information | |||||||
Ownership interest in subsidiary (as a percent%) | 100% | ||||||
Cash Consideration | $ 1,050 | ||||||
CSA mine | Glencore Operations Australia | MAC | |||||||
Corporate information | |||||||
Ownership interest to be transferred (as a percent%) | 100% | ||||||
Cash Consideration | 775 | $ 1,050 | |||||
Equity consideration | $ 100 | $ 50 | |||||
Percentage of Copper Only Net Smelter Return Life of Mine Royalty | 1.50% | 1.50% | |||||
Deferred consideration | $ 75 | ||||||
CSA mine | Glencore Operations Australia | MAC | Sale and purchase of Cobar | |||||||
Corporate information | |||||||
Ownership interest to be transferred (as a percent%) | 100% | ||||||
Cash Consideration | 775 | $ 1,050 | |||||
Equity consideration | 100 | $ 50 | |||||
Percentage of Copper Only Net Smelter Return Life of Mine Royalty | 1.50% | ||||||
Deferred consideration | 75 | ||||||
CSA mine | Glencore Operations Australia | MAC | Copper averages greater than $4.25/lb for 18 continuous months over life of mine | |||||||
Corporate information | |||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.25 | ||||||
Period of consecutive months | 18 months | ||||||
CSA mine | Glencore Operations Australia | MAC | Copper averages greater than $4.25/lb for 18 continuous months over life of mine | Sale and purchase of Cobar | |||||||
Corporate information | |||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.25 | ||||||
Period of consecutive months | 18 months | ||||||
CSA mine | Glencore Operations Australia | MAC | Copper averages greater than $4.50/lb for 24 continuous months over life of mine | |||||||
Corporate information | |||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.50 | ||||||
Period of consecutive months | 24 months | ||||||
CSA mine | Glencore Operations Australia | MAC | Copper averages greater than $4.50/lb for 24 continuous months over life of mine | Sale and purchase of Cobar | |||||||
Corporate information | |||||||
Percentage of Copper Only Net Smelter Return Life of Mine Royalty | 1.50% | ||||||
Contingent Consideration | $ 75 | ||||||
Minimum average copper per lb | $ / lb | 4.50 | ||||||
Period of consecutive months | 24 months | ||||||
CSA mine | Glencore Operations Australia | MAC | Maximum | |||||||
Corporate information | |||||||
Increase in cash consideration depending on PIPE demand | $ 875 | ||||||
CSA mine | Glencore Operations Australia | MAC | Maximum | Sale and purchase of Cobar | |||||||
Corporate information | |||||||
Increase in cash consideration depending on PIPE demand | $ 875 | ||||||
Acelight | |||||||
Corporate information | |||||||
Ownership interest in joint venture (as a percent%) | 100% | ||||||
Acelight | CSA mine | |||||||
Corporate information | |||||||
Ownership interest in joint venture (as a percent%) | 40% | 40% | |||||
Isokind | CSA mine | |||||||
Corporate information | |||||||
Ownership interest in joint venture (as a percent%) | 60% | 60% |
Significant accounting polic_25
Significant accounting policies (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 USD ($) | Dec. 31, 2021 $ / $ | Dec. 31, 2020 $ / $ | Dec. 31, 2021 $ / $ | |
Significant accounting policies | |||||||
Ownership interest in subsidiary (as a percent%) | 100% | 100% | 100% | ||||
Average FX rate | 0.6935 | 0.7512 | 0.7512 | 0.6884 | |||
Closing FX rate | 0.6804 | 0.7272 | 0.7272 | 0.7272 | 0.7706 | 0.7272 | |
IFRS | Annual Improvements 2018 | |||||||
Significant accounting policies | |||||||
Cumulative translation adjustment | $ 35,540 |
Significant accounting polic_26
Significant accounting policies - Property, plant and equipment (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Buildings | Minimum | ||
Disclosure of detailed information about property, plant and equipment | ||
Estimated useful lives of property, plant and equipment | 10 years | 10 years |
Buildings | Maximum | ||
Disclosure of detailed information about property, plant and equipment | ||
Estimated useful lives of property, plant and equipment | 45 years | 45 years |
Plant and equipment | Minimum | ||
Disclosure of detailed information about property, plant and equipment | ||
Estimated useful lives of property, plant and equipment | 3 years | 3 years |
Plant and equipment | Maximum | ||
Disclosure of detailed information about property, plant and equipment | ||
Estimated useful lives of property, plant and equipment | 30 years | 30 years |
Right-of-use assets | Minimum | ||
Disclosure of detailed information about property, plant and equipment | ||
Estimated useful lives of property, plant and equipment | 2 years | 2 years |
Right-of-use assets | Maximum | ||
Disclosure of detailed information about property, plant and equipment | ||
Estimated useful lives of property, plant and equipment | 30 years | 30 years |
Significant accounting polic_27
Significant accounting policies - Intangible assets (Details) - Licences and software | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum | ||
Disclosure of detailed information about intangible assets | ||
Estimated useful lives of intangible assets | 3 years | 3 years |
Maximum | ||
Disclosure of detailed information about intangible assets | ||
Estimated useful lives of intangible assets | 9 years | 9 years |
Segment information (Details)_3
Segment information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 segment location | Dec. 31, 2022 segment location | Dec. 31, 2021 location segment | |
Segment information | |||
Number of business segments | segment | 1 | 1 | 1 |
Number of Geographical Locations | location | 1 | 1 | 1 |
Revenue (Details)_2_3
Revenue (Details) £ in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / lb | Dec. 31, 2021 USD ($) $ / lb | Dec. 31, 2020 USD ($) | Mar. 31, 2023 GBP (£) $ / lb | Mar. 31, 2022 GBP (£) $ / lb | |
Revenue | |||||||
Sale of commodities - Copper | $ 62,657 | $ 73,780 | $ 211,152 | $ 260,673 | $ 192,008 | ||
Sale of by product - Silver | 2,570 | 2,736 | 8,553 | 12,707 | 10,175 | ||
Total | 65,227 | 76,516 | 219,705 | 273,380 | 202,183 | ||
Impact on revenue recognized due to the changes in pricing of copper for the sales provisionally priced | $ 1,098 | $ 2,155 | 760 | 2,441 | $ (2,364) | ||
Provisionally priced copper sales | $ 29,548 | $ 37,012 | £ 15,458 | £ 25,282 | |||
Average price per pound of provisionally priced copper sales | $ / lb | 2.75 | 4.34 | 2.97 | 3.33 |
Depreciation and amortization_9
Depreciation and amortization expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Included in cost of goods sold: | |||||
Depreciation expenses | $ (11,696) | $ (11,942) | $ (51,328) | $ (52,262) | $ (55,433) |
Amortization expenses | (25) | (8) | (201) | (59) | |
Total | $ (11,721) | $ (11,950) | $ (51,529) | $ (52,321) | $ (55,433) |
Employee benefits expense (De_3
Employee benefits expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Included in cost of goods sold: | |||||
Wages and salaries | $ (11,716) | $ (11,660) | $ (44,189) | $ (47,089) | $ (40,973) |
Defined contribution plans | (1,574) | (1,513) | (4,694) | (5,589) | (4,305) |
Other employee benefits | (3) | (28) | (147) | (584) | |
Total | $ (13,290) | $ (13,176) | $ (48,911) | $ (52,825) | $ (45,862) |
Finance income and costs (Det_3
Finance income and costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance income | |||||
Interest income from banks and other third parties | $ 4 | $ 6 | $ 3 | $ 9 | |
Total finance income | 4 | 6 | 3 | 9 | |
Finance costs | |||||
Interest expense on debts and borrowings | (1) | (12) | (3) | ||
Interest expense on lease liabilities | (11) | $ (21) | (67) | (62) | (316) |
Total interest expense | (12) | (25) | (79) | (65) | (316) |
Accretion expense on rehabilitation provision | (141) | (144) | (851) | (465) | (477) |
Total finance costs | (153) | (169) | (930) | (530) | (793) |
Finance costs - net | $ (149) | $ (169) | $ (924) | $ (527) | $ (784) |
Income taxes (Details)_2_3
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | |||||
Current income tax benefit/(expense) | $ (2,621) | $ (15,237) | $ (19,125) | $ 100,858 | $ (33,602) |
Adjustments in respect of current income tax | (1,899) | (1,275) | (3,018) | ||
Total income tax expense | (2,621) | (15,237) | (21,024) | 99,583 | (36,620) |
Deferred income tax (expense)/benefit | (1,359) | 2,264 | 3,622 | (1,638) | 4,318 |
Adjustments in respect of prior year deferred income tax | 1,687 | 2,114 | 1,261 | ||
Total deferred income tax (expense)/benefit | (1,359) | 2,264 | 476 | 5,579 | |
Total income tax (expense)/benefit reported in the statement of profit or loss | $ (3,981) | $ (12,973) | $ (15,715) | $ 100,059 | $ (31,041) |
Income taxes - Reconciliation_3
Income taxes - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | |||||
Profit before income taxes | $ 9,083 | $ 26,512 | $ 10,356 | $ 66,436 | $ 1,904 |
Income tax expense calculated at the Australian income tax rate of 30% (2021: 30%) | (2,725) | (7,954) | (3,107) | (19,931) | (571) |
Tax effects of: | |||||
Movement in uncertain tax positions | (1,256) | (5,019) | (12,395) | 118,846 | (28,712) |
Utilization and changes in recognition of tax losses and temporary differences | 305 | ||||
Adjustments in respect of prior years | (213) | 839 | (1,758) | ||
Total income tax (expense)/benefit reported in the statement of profit or loss | $ (3,981) | $ (12,973) | $ (15,715) | $ 100,059 | $ (31,041) |
Australian income tax rate | 30% | 30% | 30% | 30% | 30% |
Income taxes - Deferred Taxes_3
Income taxes - Deferred Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2023 | Jan. 01, 2020 | Dec. 31, 2019 | |
Temporary difference, unused tax losses and unused tax credits | ||||||
Deferred tax liabilities | $ (8,750) | $ (14,059) | $ (14,535) | $ (10,108) | $ (20,114) | $ (20,114) |
Total deferred tax - net | (8,750) | (14,059) | (14,535) | (20,114) | ||
Deferred taxes - Recognized in profit or loss | 5,309 | 476 | 5,579 | |||
Total deferred tax - net - Recognized in profit or loss | 5,309 | 476 | 5,579 | |||
Depreciation and amortization | ||||||
Temporary difference, unused tax losses and unused tax credits | ||||||
Deferred tax liabilities | (19,280) | (22,372) | (26,411) | (30,871) | ||
Deferred taxes - Recognized in profit or loss | 3,092 | 4,039 | 4,460 | |||
Provisions and payables | ||||||
Temporary difference, unused tax losses and unused tax credits | ||||||
Deferred tax liabilities | (10,611) | (11,648) | (10,153) | (10,113) | ||
Deferred taxes - Recognized in profit or loss | (1,037) | 1,495 | 40 | |||
Receivables and consumables | ||||||
Temporary difference, unused tax losses and unused tax credits | ||||||
Deferred tax liabilities | (82) | (3,335) | (1,723) | $ (644) | ||
Deferred taxes - Recognized in profit or loss | $ 3,253 | $ (5,058) | $ 1,079 |
Income taxes - Additional inf_3
Income taxes - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Income taxes | ||||||
Uncertain tax liabilities | $ 49,011 | $ 47,755 | $ 47,755 | $ 35,360 | $ 154,206 | $ 125,494 |
Increase (decrease) in tax liabilities | $ 1,256 | $ 5,019 | $ 12,395 | $ (118,846) | $ 28,712 |
Trade and other receivables (_5
Trade and other receivables (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Financial assets at fair value through profit or loss | ||||||
Trade receivables from related parties containing provisional pricing features | $ 9,052 | $ 2,551 | $ 8,861 | $ 6,718 | ||
Financial assets at amortized cost | ||||||
Other receivables | $ 1 | 1 | 141 | 167 | 1,351 | |
Non-financial instruments | ||||||
Indirect tax receivable | 1,647 | 3,179 | 3,606 | 2,481 | 1,648 | |
Total other receivables | $ 1,648 | $ 3,180 | $ 3,747 | $ 2,648 | $ 2,999 | |
Average credit period of credit sales | 0 days | 16 days | 16 days | 3 days | 9 days |
Inventories (Details)_2_3
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Current | |||||
Supplies and consumables | $ 14,154 | $ 12,595 | $ 9,593 | $ 7,551 | $ 5,786 |
Work in progress | 129 | 670 | 1,013 | 2,236 | 3,783 |
Finished goods | 7,132 | 9,774 | 14,248 | 6,802 | 5,032 |
Total current | 21,415 | 23,039 | 24,854 | 16,589 | 14,601 |
Non-current | |||||
Supplies and consumables | 334 | 354 | 431 | 565 | 518 |
Total non-current | 334 | 354 | 431 | 565 | 518 |
Total | $ 21,749 | $ 23,393 | $ 25,285 | $ 17,154 | $ 15,119 |
Inventories - Additional info_3
Inventories - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jan. 01, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventories | ||||||
Net reversal of the write down of inventories for obsolete and slow moving stock | $ 30 | $ 1,580 | $ 165 | $ 228 | ||
Cost of inventories recognized as an expense within cost of goods sold | $ 10,041 | $ 6,569 | $ 28,204 | $ 34,897 | $ 33,356 |
Property, plant and equipmen_11
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | $ 422,226 | $ 398,171 | $ 398,171 | $ 395,157 | ||
Additions | 13,380 | |||||
Depreciation | 11,696 | 11,942 | 51,328 | 52,262 | $ 55,433 | |
Ending balance | 423,910 | 422,226 | 398,171 | 395,157 | ||
Net book value | 423,910 | 422,226 | 398,171 | 395,157 | $ 397,695 | |
Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 1,020,432 | 945,186 | 945,186 | 897,593 | 853,259 | |
Additions | 77,755 | 32,846 | 57,180 | |||
Disposals | (157) | (8,202) | (11,426) | |||
Other movements | (2,352) | 22,949 | (1,420) | |||
Ending balance | 1,020,432 | 945,186 | 897,593 | |||
Net book value | 1,020,432 | 945,186 | 897,593 | |||
Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | (598,206) | (547,015) | (547,015) | (502,436) | (455,564) | |
Disposals | 137 | 8,202 | 8,561 | |||
Depreciation | (51,328) | 52,262 | 55,433 | |||
Other movements | 519 | |||||
Ending balance | (598,206) | (547,015) | (502,436) | |||
Net book value | (598,206) | (547,015) | (502,436) | |||
Freehold land and buildings | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 1,247 | 1,776 | 1,776 | 2,592 | ||
Additions | 0 | |||||
Depreciation | 65 | |||||
Ending balance | 1,182 | 1,247 | 1,776 | 2,592 | ||
Net book value | 1,182 | 1,247 | 1,776 | 2,592 | ||
Freehold land and buildings | Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 8,873 | 8,873 | 8,873 | 8,986 | 15,836 | |
Disposals | (35) | |||||
Other movements | (113) | (6,815) | ||||
Ending balance | 8,873 | 8,873 | 8,986 | |||
Net book value | 8,873 | 8,873 | 8,986 | |||
Freehold land and buildings | Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | (7,626) | (7,097) | (7,097) | (6,394) | (11,121) | |
Disposals | 35 | |||||
Depreciation | (529) | 703 | 392 | |||
Other movements | (5,084) | |||||
Ending balance | (7,626) | (7,097) | (6,394) | |||
Net book value | (7,626) | (7,097) | (6,394) | |||
Plant and equipment | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 201,133 | 187,809 | 187,809 | 180,315 | ||
Additions | 4,141 | |||||
Depreciation | 7,218 | |||||
Ending balance | 198,056 | 201,133 | 187,809 | 180,315 | ||
Net book value | 198,056 | 201,133 | 187,809 | 180,315 | ||
Plant and equipment | Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 522,585 | 477,079 | 477,079 | 444,611 | 402,089 | |
Additions | 56,068 | 24,225 | 57,004 | |||
Disposals | (157) | (8,202) | (1,256) | |||
Other movements | (10,405) | 16,445 | (13,226) | |||
Ending balance | 522,585 | 477,079 | 444,611 | |||
Net book value | 522,585 | 477,079 | 444,611 | |||
Plant and equipment | Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | (321,452) | (289,270) | (289,270) | (264,296) | (229,019) | |
Disposals | 137 | 8,202 | 1,127 | |||
Depreciation | (32,319) | 32,645 | 30,191 | |||
Other movements | 531 | 6,213 | ||||
Ending balance | (321,452) | (289,270) | (264,296) | |||
Net book value | (321,452) | (289,270) | (264,296) | |||
Right-of-use assets | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 899 | 1,249 | 1,249 | 112 | ||
Additions | 0 | |||||
Depreciation | 352 | |||||
Ending balance | 547 | 899 | 1,249 | 112 | ||
Net book value | 547 | 899 | 1,249 | 112 | ||
Right-of-use assets | Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 3,105 | 2,135 | 2,135 | 177 | 13,395 | |
Additions | 970 | 1,958 | 176 | |||
Disposals | (9,955) | |||||
Other movements | (3,439) | |||||
Ending balance | 3,105 | 2,135 | 177 | |||
Net book value | 3,105 | 2,135 | 177 | |||
Right-of-use assets | Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | (2,206) | (886) | (886) | (65) | (6,079) | |
Disposals | 7,220 | |||||
Depreciation | (1,320) | 821 | 2,335 | |||
Other movements | (1,129) | |||||
Ending balance | (2,206) | (886) | (65) | |||
Net book value | (2,206) | (886) | (65) | |||
Mine development | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 218,947 | 207,337 | 207,337 | 212,138 | ||
Additions | 9,239 | |||||
Depreciation | 4,061 | |||||
Ending balance | 224,125 | 218,947 | 207,337 | 212,138 | ||
Net book value | 224,125 | 218,947 | 207,337 | 212,138 | ||
Mine development | Cost | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | 485,869 | 457,099 | 457,099 | 443,819 | 421,939 | |
Additions | 20,717 | 6,663 | ||||
Disposals | (180) | |||||
Other movements | 8,053 | 6,617 | 22,060 | |||
Ending balance | 485,869 | 457,099 | 443,819 | |||
Net book value | 485,869 | 457,099 | 443,819 | |||
Mine development | Depreciation and amortization | ||||||
Disclosure of detailed information about property, plant and equipment | ||||||
Beginning balance | $ (266,922) | $ (249,762) | (249,762) | (231,681) | (209,345) | |
Disposals | 179 | |||||
Depreciation | (17,160) | 18,093 | 22,515 | |||
Other movements | (12) | |||||
Ending balance | (266,922) | (249,762) | (231,681) | |||
Net book value | $ (266,922) | $ (249,762) | $ (231,681) |
Property, plant and equipmen_12
Property, plant and equipment, net - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Jan. 01, 2020 | |
Property, plant and equipment, net | ||||||
Increase (decrease) in rehabilitation costs | $ 2,352 | $ 24,056 | $ 423 | |||
Other reclassifications | 1,107 | |||||
Expenditure for construction in progress | 86,191 | 56,571 | 21,819 | $ 87,805 | $ 86,191 | $ 21,630 |
Estimated CWIP included in cost of goods sold | 0 | 23,238 | 11,705 | |||
Commitment to short term lease payments | $ 1,200 | $ 270 | $ 863 |
Intangible assets, net (Detai_3
Intangible assets, net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Disclosure of detailed information about intangible assets | ||||||
Intangible assets, net | $ 721 | $ 747 | $ 947 | $ 100 | ||
Licences and software | ||||||
Disclosure of detailed information about intangible assets | ||||||
Intangible assets, net | $ 721 | $ 747 | $ 747 | $ 947 | $ 100 | $ 0 |
Trade and other payables (Det_3
Trade and other payables (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Financial liabilities at amortized cost | |||||
Trade payables due to third parties | $ 10,734 | $ 21,139 | $ 9,482 | $ 8,656 | $ 5,688 |
Trade payables to related parties | 1,720 | 799 | 652 | 481 | |
Financial liabilities at amortized cost | |||||
Mining royalty payable | 1,871 | 1,757 | 2,617 | 2,119 | |
Accrued expenses | 4,612 | 4,803 | 5,838 | 11,144 | 19,454 |
Total other payables | $ 6,483 | $ 6,560 | $ 8,455 | $ 13,263 | $ 19,454 |
Average payment period | 17 days | 23 days | 25 days |
Leases - Lease Liabilities (D_3
Leases - Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Current | |||||||
Lease liabilities | $ 568 | $ 848 | $ 1,047 | $ 105 | $ 3,054 | ||
Total current | 568 | 848 | 1,047 | 105 | 3,054 | ||
Non-current | |||||||
Lease liabilities | 67 | 128 | 226 | 27 | 1,832 | ||
Total non-current | 67 | 128 | 226 | 27 | 1,832 | ||
Total | $ 635 | $ 976 | $ 1,543 | $ 1,273 | $ 132 | $ 4,886 | $ 4,886 |
Leases - Reconciliation (Deta_3
Leases - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash related movements in leases liabilities | |||||
Payment of lease liabilities | $ (346) | $ (316) | $ (1,275) | $ (781) | $ (2,718) |
Non-cash related movements in lease liabilities | |||||
Foreign exchange movements | 7 | (90) | (57) | (98) | 344 |
Change in lease liabilities | 12 | 496 | 1,035 | 2,020 | (2,380) |
Non-cash related movements in lease liabilities | 5 | 586 | 978 | 1,922 | (2,036) |
(Decrease)/increase in lease liabilities for the year | (341) | 270 | (297) | 1,141 | (4,754) |
Total lease liabilities - opening | 976 | 1,273 | 1,273 | 132 | 4,886 |
Total lease liabilities - closing | $ 635 | $ 1,543 | $ 976 | $ 1,273 | $ 132 |
Leases - Right-of-use assets _3
Leases - Right-of-use assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Leases | ||||||
Depreciation on right-of-use assets | $ 352 | $ 309 | $ 1,320 | $ 821 | $ 2,335 | |
Buildings | ||||||
Leases | ||||||
Net book value | 411 | 515 | 133 | 112 | $ 63 | |
Depreciation on right-of-use assets | 104 | 61 | 90 | 128 | ||
Plant and equipment | ||||||
Leases | ||||||
Net book value | 136 | 384 | 1,116 | 0 | $ 7,253 | |
Depreciation on right-of-use assets | $ 248 | $ 248 | $ 731 | $ 2,207 |
Leases - profit or loss and o_3
Leases - profit or loss and other comprehensive income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||||
Depreciation on right-of-use assets | $ (352) | $ (309) | $ (1,320) | $ (821) | $ (2,335) |
Interest expense on lease liabilities | (11) | (21) | (67) | (62) | (316) |
Expense relating to short-term leases | (350) | (1,536) | (2,257) | (953) | |
Expense relating to low-value leases | (1) | (5) | (5) | ||
Total | $ (883) | $ (1,866) | $ (1,524) | $ (3,145) | $ (3,604) |
Provisions (Details)_2_3
Provisions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Provisions | |||||
Opening balance | $ 58,198 | $ 60,621 | $ 35,421 | $ 33,049 | |
Utilized | (1,775) | (1,107) | (1,794) | (1,241) | |
Released | (485) | ||||
Accretion | 141 | 851 | 465 | 477 | |
Additions | 22 | 26,161 | 1,822 | ||
Effect of foreign currency exchange movements | (94) | (1,704) | 368 | 1,314 | |
Closing balance | 56,470 | 58,198 | 60,621 | 35,421 | |
Current | 11,870 | 13,790 | 15,725 | 14,914 | $ 9,550 |
Non-current | 44,600 | 44,408 | 44,896 | 20,507 | $ 23,499 |
Employee Entitlements | |||||
Provisions | |||||
Opening balance | 14,277 | 16,117 | 15,220 | 13,907 | |
Utilized | (1,775) | (941) | (1,497) | (613) | |
Released | (55) | ||||
Additions | 2,006 | 612 | |||
Effect of foreign currency exchange movements | (166) | (844) | 388 | 1,314 | |
Closing balance | 12,336 | 14,277 | 16,117 | 15,220 | |
Current | 11,548 | 13,467 | 15,190 | 14,252 | |
Non-current | 788 | 810 | 927 | 968 | |
Rehabilitation costs | |||||
Provisions | |||||
Opening balance | 43,868 | 44,023 | 19,637 | 19,142 | |
Utilized | (166) | (135) | (405) | ||
Accretion | 141 | 851 | 465 | 477 | |
Additions | 24,056 | 423 | |||
Effect of foreign currency exchange movements | 73 | (840) | |||
Closing balance | 44,082 | 43,868 | 44,023 | 19,637 | |
Current | 270 | 270 | 54 | 98 | |
Non-current | 43,812 | 43,598 | 43,969 | 19,539 | |
Other | |||||
Provisions | |||||
Opening balance | 53 | 481 | 564 | ||
Utilized | (162) | (223) | |||
Released | (430) | ||||
Additions | 22 | 99 | 787 | ||
Effect of foreign currency exchange movements | (1) | (20) | (20) | ||
Closing balance | 52 | 53 | 481 | 564 | |
Current | $ 52 | $ 53 | $ 481 | $ 564 |
Provisions - Additional infor_2
Provisions - Additional information (Details) - Rehabilitation costs - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Provisions | |||
Period for reviewing closing plans | 3 years | 3 years | |
Rehabilitation undertaken period | 3 years | 3 years | |
Period for property holding costs post closure period | 10 years | 10 years | |
Discount rate applied in calculating provisions | 2% | 2% | 2.30% |
Decrease in discount rate applied in calculating provisions | 0.50% | 0.50% | |
Increase in provisions due to decrease in discount rate | $ 2,266 | $ 2,438 | |
Increase in depreciation | 189 | 203 | |
Decrease in interest expense | 158 | 165 | |
Net impact | $ 31 | 38 | |
Net impact over the settlement date | 0 | ||
Increase in provisions from change in cost estimates | $ 23,388 |
Financial and capital risk ma_9
Financial and capital risk management - Additional Information (Details) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2022 USD ($) customer | Dec. 31, 2021 USD ($) customer | Dec. 31, 2020 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Jan. 01, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Financial and capital risk management | |||||||
Cash and cash equivalents | $ 1,316 | $ 79 | $ 110 | $ 406 | $ 824 | $ 264 | $ 264 |
Commodity price risk | |||||||
Financial and capital risk management | |||||||
Percentage of increase (decrease) in price risk | 10% | 10% | |||||
Amount of increase (decrease) in profit after tax due to increase in commodity prices | $ 8,278 | $ 268 | 1,148 | ||||
Foreign currency risk | |||||||
Financial and capital risk management | |||||||
Cash and cash equivalents | $ 1,316 | $ 79 | 110 | 264 | |||
Credit risk | |||||||
Financial and capital risk management | |||||||
Number of customer | customer | 1 | 1 | |||||
Percentage of trade receivable | 100% | 100% | |||||
Percentage of total sales | 100% | 100% | |||||
Liquidity risk | |||||||
Financial and capital risk management | |||||||
Cash and cash equivalents | $ 1,316 | $ 79 | $ 110 | $ 264 |
Financial and capital risk m_10
Financial and capital risk management - Carrying amounts of Company's foreign currency denominated monetary assets and monetary liabilities at reporting date (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Financial instruments | |||||||
Cash and cash equivalents | $ 406 | $ 1,316 | $ 824 | $ 79 | $ 110 | $ 264 | $ 264 |
Trade receivables from related parties containing provisional pricing features | 9,052 | 2,551 | 8,861 | 6,718 | |||
Other receivables | 1,648 | 3,180 | 3,747 | 2,648 | 2,999 | ||
Trade payables | (10,734) | (21,139) | (9,482) | (8,656) | (5,688) | ||
Trade payables due to related parties | (1,720) | (799) | (652) | (481) | |||
Other payables | (6,483) | (6,560) | (8,455) | (13,263) | (19,454) | ||
Lease liabilities | $ (568) | (848) | (1,047) | (105) | (3,054) | ||
Foreign currency risk | |||||||
Financial instruments | |||||||
Cash and cash equivalents | 1,316 | 79 | 110 | 264 | |||
Trade receivables from related parties containing provisional pricing features | 9,052 | 2,551 | 8,861 | 6,718 | |||
Other receivables | 3,180 | 3,747 | 2,648 | 2,999 | |||
Trade payables | (21,139) | (9,482) | (8,656) | (5,688) | |||
Trade payables due to related parties | (799) | (652) | (481) | ||||
Other payables | (6,560) | (8,455) | (13,263) | (19,454) | |||
Lease liabilities | (976) | (1,273) | (132) | (4,886) | |||
Net debt | (15,926) | (13,485) | (10,432) | (20,528) | |||
Foreign currency risk | U.S. dollar | |||||||
Financial instruments | |||||||
Cash and cash equivalents | 30 | 30 | 30 | 30 | |||
Trade receivables from related parties containing provisional pricing features | 9,052 | 2,551 | 8,861 | 6,718 | |||
Trade payables | (1,853) | (100) | (512) | ||||
Trade payables due to related parties | (545) | (652) | (481) | ||||
Other payables | (1,047) | (248) | (1,751) | ||||
Net debt | 5,637 | 1,581 | 8,891 | 4,004 | |||
Foreign currency risk | Australian dollar | |||||||
Financial instruments | |||||||
Cash and cash equivalents | 1,286 | 49 | 80 | 234 | |||
Other receivables | 3,180 | 3,747 | 2,648 | 2,999 | |||
Trade payables | (19,286) | (9,295) | (8,656) | (5,176) | |||
Trade payables due to related parties | (254) | ||||||
Other payables | (5,513) | (8,207) | (13,263) | (17,703) | |||
Lease liabilities | (976) | (1,273) | (132) | (4,886) | |||
Net debt | $ (21,563) | (14,979) | $ (19,323) | $ (24,532) | |||
Foreign currency risk | Other | |||||||
Financial instruments | |||||||
Trade payables | (87) | ||||||
Net debt | $ (87) |
Financial and capital risk m_11
Financial and capital risk management - Company's sensitivity to 10 percentage increase and decrease in U.S. dollar against relevant foreign currencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 01, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Financial instruments | ||||
Increase in profit or loss | $ 2,453 | $ 2,156 | $ 1,507 | $ 1,932 |
Increase in other equity | 2,453 | 2,156 | 1,507 | 1,932 |
Australian dollar | ||||
Financial instruments | ||||
Increase in profit or loss | 2,453 | 2,156 | 1,498 | 1,932 |
Increase in other equity | $ 2,453 | $ 2,156 | 1,498 | $ 1,932 |
Other | ||||
Financial instruments | ||||
Increase in profit or loss | 9 | |||
Increase in other equity | $ 9 |
Financial and capital risk m_12
Financial and capital risk management - Maturity Profile of Company's financial liabilities based on contractual terms, and associated current financial assets (Details) - Liquidity risk - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Maturity profile of Company's financial liabilities based on contractual terms, and associated current financial assets | ||||
Expected future interest payments | $ 31 | $ 39 | $ 7 | $ 871 |
Lease liabilities - undiscounted | 1,007 | 1,312 | 139 | 5,757 |
Trade and other payables | 28,498 | 18,589 | 21,919 | 25,623 |
Total | 29,536 | 19,940 | 22,065 | 32,251 |
Current financial assets | 10,369 | 2,771 | 9,138 | 8,333 |
After 2 years | ||||
Maturity profile of Company's financial liabilities based on contractual terms, and associated current financial assets | ||||
Lease liabilities - undiscounted | 2 | |||
Total | 2 | |||
Due 1 - 2 years | ||||
Maturity profile of Company's financial liabilities based on contractual terms, and associated current financial assets | ||||
Expected future interest payments | 3 | 2 | 2 | 348 |
Lease liabilities - undiscounted | 129 | 228 | 29 | 2,180 |
Total | 132 | 230 | 31 | 2,528 |
Due 0 - 1 years | ||||
Maturity profile of Company's financial liabilities based on contractual terms, and associated current financial assets | ||||
Expected future interest payments | 28 | 37 | 5 | 523 |
Lease liabilities - undiscounted | 876 | 1,084 | 110 | 3,577 |
Trade and other payables | 28,498 | 18,589 | 21,919 | 25,623 |
Total | 29,402 | 19,710 | 22,034 | 29,723 |
Current financial assets | $ 10,369 | $ 2,771 | $ 9,138 | $ 8,333 |
Financial instruments (Detail_3
Financial instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Financial instruments | |||||
Total financial assets | $ 1 | $ 9,053 | $ 2,692 | $ 9,138 | $ 8,333 |
Total financial liabilities | 19,572 | 29,474 | 19,862 | 22,051 | 30,509 |
Trade payables | |||||
Financial instruments | |||||
Total financial liabilities | 10,734 | 21,139 | 9,482 | 8,656 | 5,688 |
Trade payables to related parties | |||||
Financial instruments | |||||
Total financial liabilities | 1,720 | 799 | 652 | ||
Other payables | |||||
Financial instruments | |||||
Total financial liabilities | 6,483 | 6,560 | 8,455 | 13,263 | |
Lease liabilities | |||||
Financial instruments | |||||
Total financial liabilities | 635 | 976 | 1,273 | 132 | 4,886 |
Amortized cost | |||||
Financial instruments | |||||
Total financial liabilities | 19,572 | 29,474 | 19,862 | 22,051 | 30,509 |
Amortized cost | Trade payables | |||||
Financial instruments | |||||
Total financial liabilities | 10,734 | 21,139 | 9,482 | 8,656 | 5,688 |
Amortized cost | Trade payables to related parties | |||||
Financial instruments | |||||
Total financial liabilities | 1,720 | 799 | 652 | 481 | |
Amortized cost | Other payables | |||||
Financial instruments | |||||
Total financial liabilities | 6,483 | 6,560 | 8,455 | 13,263 | 19,454 |
Amortized cost | Lease liabilities | |||||
Financial instruments | |||||
Total financial liabilities | 635 | 976 | 1,273 | 132 | 4,886 |
FVTPL | Trade payables to related parties | |||||
Financial instruments | |||||
Total financial liabilities | 481 | ||||
FVTPL | Other payables | |||||
Financial instruments | |||||
Total financial liabilities | 19,454 | ||||
Cash and cash equivalents | |||||
Financial instruments | |||||
Total financial assets | 79 | 110 | 264 | ||
Trade receivables from related parties | |||||
Financial instruments | |||||
Total financial assets | 9,052 | 2,551 | 8,861 | 6,718 | |
Other receivables | |||||
Financial instruments | |||||
Total financial assets | 1 | 1 | 141 | 167 | 1,351 |
Amortized cost | |||||
Financial instruments | |||||
Total financial assets | 1 | 1 | 141 | 277 | 1,615 |
Amortized cost | Cash and cash equivalents | |||||
Financial instruments | |||||
Total financial assets | 79 | 110 | 264 | ||
Amortized cost | Other receivables | |||||
Financial instruments | |||||
Total financial assets | $ 1 | 1 | 141 | 167 | 1,351 |
FVTPL | |||||
Financial instruments | |||||
Total financial assets | 9,052 | 2,551 | 8,861 | 6,718 | |
FVTPL | Trade receivables from related parties | |||||
Financial instruments | |||||
Total financial assets | $ 9,052 | $ 2,551 | $ 8,861 | $ 6,718 |
Fair value measurements (Deta_3
Fair value measurements (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Fair value measurements | |||||
Financial assets | $ 406 | $ 10,368 | $ 2,630 | $ 8,971 | $ 6,982 |
Trade receivables | |||||
Fair value measurements | |||||
Financial assets | 9,052 | 2,551 | 8,861 | 6,718 | |
Cash and cash equivalents | |||||
Fair value measurements | |||||
Financial assets | 406 | 1,316 | 79 | 110 | 264 |
Level 1 | |||||
Fair value measurements | |||||
Financial assets | 406 | 1,316 | 79 | 110 | 264 |
Level 1 | Cash and cash equivalents | |||||
Fair value measurements | |||||
Financial assets | $ 406 | 1,316 | 79 | 110 | 264 |
Level 2 | |||||
Fair value measurements | |||||
Financial assets | 9,052 | 2,551 | 8,861 | 6,718 | |
Level 2 | Trade receivables | |||||
Fair value measurements | |||||
Financial assets | $ 9,052 | $ 2,551 | $ 8,861 | $ 6,718 |
Fair value measurements -Addi_2
Fair value measurements -Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | |
Fair value measurements | ||
Amount transferred from level 1 to level 2 | $ 0 | $ 0 |
Amount transferred from level 2 to level 1 | 0 | 0 |
Amount transferred into of Level 3 | 0 | 0 |
Amount transferred out of Level 3 | $ 0 | $ 0 |
Commitments (Details)_2_3
Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments | ||||
Amount contractually committed for the acquisition of plant and equipment | $ 15,204 | $ 15,791 | $ 44,315 | $ 2,448 |
Percentage contractually committed for the acquisition of plant and equipment | 99% | 99% | 17% | 60% |
Contingent liabilities (Detai_3
Contingent liabilities (Details) $ in Thousands, $ in Thousands | Mar. 31, 2023 USD ($) | Mar. 31, 2023 AUD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 AUD ($) | Dec. 31, 2021 AUD ($) | Dec. 31, 2020 AUD ($) |
Contingent liabilities | ||||||
Bank payment guarantees for rehabilitation | $ 24,730 | $ 36,891 | $ 25,101 | $ 36,891 | $ 36,903 | $ 36,913 |
Relationship with Parent and_11
Relationship with Parent and related entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Parent net investment | |||||
As at beginning | $ 162,467 | $ 135,797 | $ 135,797 | $ 309,998 | $ 266,976 |
Glencore Investment tax loan | 1,370 | 10,220 | 8,629 | 19,461 | 7,908 |
Glencore Australia Holdings working capital | (10,397) | (21,269) | 5,646 | (74,816) | 6,402 |
Uncertain tax position | 1,256 | 5,019 | 12,395 | (118,846) | 28,712 |
Net transactions with Parent | (7,771) | (6,030) | 26,670 | (174,201) | 43,022 |
As at end | $ 154,696 | $ 129,767 | $ 162,467 | $ 135,797 | $ 309,998 |
Relationship with Parent and_12
Relationship with Parent and related entities - Trade payables due to related parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Relationship with Parent and related entities | ||||||
Sales of goods and services | $ 65,227 | $ 76,516 | $ 219,705 | $ 273,380 | $ 202,183 | |
Trade receivables from related parties containing provisional pricing features | 9,052 | 2,551 | 8,861 | $ 6,718 | ||
Trade payables due to related parties | (1,720) | (799) | (652) | (481) | ||
Glencore International AG | ||||||
Relationship with Parent and related entities | ||||||
Sales of goods and services | 65,227 | 76,516 | 273,380 | 202,183 | ||
Trade receivables from related parties containing provisional pricing features | 9,052 | 2,551 | 8,861 | 6,718 | ||
Trade payables due to related parties | (994) | |||||
Glencore Australia Oil Pty Limited | ||||||
Relationship with Parent and related entities | ||||||
Purchases of goods and services | (1,299) | (1,202) | (4,349) | (5,969) | ||
Trade payables due to related parties | (460) | (545) | (421) | |||
Glencore Australia Holdings Pty Limited | ||||||
Relationship with Parent and related entities | ||||||
Purchases of goods and services | (299) | (246) | (1,443) | (2,768) | ||
Other related parties | ||||||
Relationship with Parent and related entities | ||||||
Purchases of goods and services | (369) | (331) | (1,326) | $ (1,017) | ||
Trade payables due to related parties | $ (266) | $ (254) | $ (231) | $ (481) |
Share capital (Details)_2_3
Share capital (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Dec. 31, 2020 shares | Jan. 01, 2020 shares | |
Share capital | |||||
Ordinary shares fully paid | 1 | 1 | 1 | 1 | 1 |
Ordinary shares | 1 | 1 | 1 | 1 | 1 |
Ordinary shares par value | $ / shares | $ 0 | $ 0 | $ 0 | ||
Ordinary shares, vote per share | 1 | 1 | 1 |
Share capital - Ordinary shar_3
Share capital - Ordinary shares issued and fully paid (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Number of shares | ||||||
Balance as at beginning | 1 | 1 | 1 | 1 | ||
Balance as at end | 1 | 1 | 1 | 1 | 1 | |
Share capital | ||||||
As at beginning | $ 366,971 | $ 353,169 | $ 345,660 | $ 353,366 | $ 339,481 | $ 339,481 |
As at end | $ 364,302 | $ 366,971 | $ 353,169 | $ 345,660 | $ 353,366 | $ 339,481 |
Deed of cross guarantee (Deta_3
Deed of cross guarantee (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deed of cross guarantee | ||||
Amounts recognized in respect of Deed | $ 0 | $ 0 | $ 0 | $ 0 |
Earnings per share (Details)__3
Earnings per share (Details) - USD ($) $ / shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share | |||||
(Loss)/profit for the purpose of basic earnings per share being net profit attributable to owners of the company | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Weighted average number of ordinary shares for the purposes of basic earnings per share | 1 | 1 | 1 | 1 | 1 |
(Loss)/profit for the purpose of diluted earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Weighted average number of ordinary shares for the purposes of diluted earnings per share | 1 | 1 | 1 | 1 | 1 |
Basic, Earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Diluted, Earnings per share | $ 5,102 | $ 13,539 | $ (5,359) | $ 166,495 | $ (29,137) |
Subsequent events (Details)_2_4
Subsequent events (Details) - MAC - USD ($) $ in Millions | Nov. 22, 2022 | Mar. 17, 2022 |
Subsequent events | ||
Equity stake consideration | $ 100 | $ 50 |
Percentage of copper only net smelter return life of mine royalty | 1.50% | |
CSA mine | ||
Subsequent events | ||
Cash consideration | $ 1,050 | |
CSA mine | Glencore Operations Australia | ||
Subsequent events | ||
Cash consideration | 775 | 1,050 |
Equity stake consideration | $ 100 | $ 50 |
Percentage of copper only net smelter return life of mine royalty | 1.50% | 1.50% |
Sale of Cobar Management Pty Limited | CSA mine | Glencore Operations Australia | ||
Subsequent events | ||
Cash consideration | $ 775 | $ 1,050 |
Equity stake consideration | $ 100 | $ 50 |
Percentage of copper only net smelter return life of mine royalty | 1.50% |