Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 | |
Document and Entity Information [Abstract] | |
Document Type | POS AM |
Entity Registrant Name | Metals Acquisition Ltd |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001950246 |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No. 1 (this "Post-Effective Amendment No. 1") to the Registration Statement on Form F-1 (File No. 333-276216) (the "Registration Statement"), as originally declared effective by the Securities and Exchange Commission (the "SEC") on January 18, 2024, is being filed to include information contained in the Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2023, which was filed with the SEC on March 28, 2024, and to update certain other information in the Registration Statement. Pursuant to Rule 429 under the Securities Act of 1933, as amended (the "Securities Act"), the prospectus included in the Registration Statement at effectiveness was deemed a combined prospectus which also related to transactions registered on the Registrant's Registration Statement on Form F-1 (File No. 333-273088), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on August22, 2023 (as amended, the "Prior Form F-1") and the Registrant's Registration Statement on Form F-4 (File No. 333-269007), which was declared effective by the SEC on May11, 2023 (as amended, the "Prior Form F-4," and together with Prior Form F-1, the "Prior Registration Statements"). Pursuant to Rule 429 under the Securities Act, the Registration Statement constituted post-effective amendment No. 1 to the Prior Form F-1 and post-effective amendment No. 1 to the Prior Form F-4. Pursuant to Rule 429 under the Securities Act, this Post-Effective Amendment No. 1 constitutes post-effective amendment No. 2 to the Prior Form F-1 and post-effective amendment No. 2 to the Prior Form F-4, and such post-effective amendments to the Prior Registration Statements shall hereafter become effective concurrently with the effectiveness of this Post-effective Amendment No. 1 in accordance with Section 8(c) of the Securities Act. No additional securities are being registered by this Post-Effective Amendment No. 1. |
Consolidated statement of profi
Consolidated statement of profit or loss and other comprehensive income or loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidated statement of profit or loss and other comprehensive income or loss | ||
Revenue | $ 158,999,000 | |
Cost of goods sold | (141,166,000) | |
Administrative expenses | (79,607,000) | $ (9,973,000) |
Selling and distribution expenses | (11,421,000) | |
Other expenses, net | (1,753,000) | |
Loss from operations | (74,948,000) | (9,973,000) |
Finance income | 5,448,000 | 3,753,000 |
Finance costs | (42,803,000) | (20,234,000) |
Net change in fair value of financial instruments | (47,257,000) | 1,484,000 |
Net finance costs | (84,612,000) | (14,997,000) |
Loss before income taxes | (159,560,000) | (24,970,000) |
Income tax benefit | 15,006,000 | |
Net loss for the year | (144,554,000) | (24,970,000) |
Total comprehensive loss for the year attributable to owners of the company | $ (144,554,000) | $ (24,970,000) |
Basic loss per ordinary share | $ (4.83) | $ (3.77) |
Diluted loss per ordinary share | $ (4.83) | $ (3.77) |
Consolidated statement of finan
Consolidated statement of financial position - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Current assets | |||
Cash and cash equivalents | $ 32,372 | $ 42 | $ 955 |
Trade and other receivables | 33,242 | 53 | |
Inventories | 21,528 | ||
Derivative financial assets | 234 | ||
Prepayments and other current assets | 1,560 | 201 | 340 |
Total current assets | 88,936 | 296 | 1,295 |
Non-current assets | |||
Property, plant and equipment | 1,194,915 | ||
Exploration and evaluation | 17,918 | ||
Inventories | 300 | ||
Investments | 268,909 | 265,156 | |
Derivative financial assets | 3,767 | ||
Prepayments and other non-current assets | 67 | 986 | 187 |
Total non-current assets | 1,216,967 | 269,895 | 265,343 |
Total assets | 266,638 | ||
Current liabilities | |||
Trade and other payables | 604 | ||
Lease liability | 786 | ||
Current tax liability | 13,273 | ||
Provisions | 94,689 | 16,519 | |
Other financial liabilities | 604 | ||
Total current liabilities | 604 | ||
Non-current liabilities | |||
Loans and borrowings | 7,443 | 8,440 | |
Derivative financial liability | 7,443 | 8,440 | |
Deferred tax liability | 28,505 | ||
Provisions | 3,193 | ||
Liability for cash-settled share-based payments | 122,927 | 264,477 | 253,530 |
Total non-current liabilities | 1,037,876 | 290,152 | |
Total liabilities | 262,574 | ||
Net assets | 5 | 1 | |
Equity | |||
Share capital | (165,485) | (20,931) | 4,039 |
Share premium | 268,027 | (19,961) | 4,064 |
Other capital reserves | 24 | ||
(Accumulated deficit) / retained earnings | 4,039 | ||
Total equity | $ 268,027 | $ (19,961) | $ 4,064 |
Consolidated statement of chang
Consolidated statement of changes in equity - USD ($) | Share capital PIPE BlackRock | Share capital PIPE A and PIPE B | Share capital Pipe Financing October 2023 | Share capital Glencore | Share capital | Share premium PIPE Osisko | Share premium PIPE Sprott | Share premium PIPE BlackRock | Share premium PIPE A and PIPE B | Share premium Backstop facility Osisko | Share premium Glencore | Share premium Public shareholders - non-redemption | Share premium | Other capital reserves | Accumulated deficit | PIPE Osisko | PIPE Sprott | PIPE BlackRock | PIPE A and PIPE B | Backstop facility Osisko | Glencore | Public shareholders - non-redemption | Total |
Balance as of beginning at Dec. 31, 2021 | $ 1,000 | $ 24,000 | $ 4,039,000 | $ 4,064,000 | |||||||||||||||||||
Contribution of conversion price in excess of fair value of warrants | $ 945,000 | 945,000 | |||||||||||||||||||||
Net loss (in US$) | (24,970,000) | (24,970,000) | |||||||||||||||||||||
Balance as of ending at Dec. 31, 2022 | 1,000 | 24,000 | 945,000 | (20,931,000) | (19,961,000) | ||||||||||||||||||
Contribution of conversion price in excess of fair value of warrants | 198,000 | 198,000 | |||||||||||||||||||||
Amount in excess of the face value over the present value on related promissory note | 69,000 | 69,000 | |||||||||||||||||||||
Issue of shares | $ 1,000 | $ 2,000 | $ 20,098,000 | $ 15,000,000 | $ 15,000,000 | $ 44,999,000 | $ 184,515,000 | $ 25,000,000 | $ 34,431,000 | $ 15,000,000 | $ 15,000,000 | $ 45,000,000 | $ 184,517,000 | $ 25,000,000 | $ 34,431,000 | ||||||||
Rollover shares - Glencore | $ 1,000 | $ 99,999,000 | $ 100,000,000 | ||||||||||||||||||||
Share issuance cost | (6,771,000) | (6,771,000) | |||||||||||||||||||||
Net loss (in US$) | (144,554,000) | (144,554,000) | |||||||||||||||||||||
Balance as of ending at Dec. 31, 2023 | $ 5,000 | $ 432,295,000 | $ 1,212,000 | $ (165,485,000) | $ 268,027,000 |
Consolidated statement of cash
Consolidated statement of cash flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (159,560) | $ (24,970) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 46,718 | |
Net foreign exchange losses/(gains) | 1,617 | |
Finance income | (5,330) | (3,753) |
Finance costs | 41,186 | 20,234 |
Net change in fair value measurements of financial assets and liabilities | 47,257 | (1,484) |
Movement in provisions | 1,407 | |
Other non-cash transactions | 3,313 | 224 |
Changes in operating assets and liabilities: | ||
Decrease/(increase) in trade receivables due from related parties | (31,456) | |
Decrease/(increase) in other receivables | (92) | (53) |
Decrease/(increase) in prepayments | 860 | (660) |
(Increase)/decrease in inventories | 11,072 | |
(Decrease)/increase in trade payables | (2,470) | 324 |
Increase/(decrease) in other payables | 49,764 | |
Increase/(decrease) in current tax liability | 1,137 | |
(Decrease)/increase in deferred liabilities | (7,239) | 7,239 |
(Decrease)/increase in commodity swap liability | (576) | |
Cash used in operating activities | (2,392) | (2,899) |
Interest paid | (9,315) | |
Net cash used in operating activities | (11,707) | (2,899) |
Cash flows from investing activities: | ||
Purchase of property, plant, and equipment | (25,153) | |
Proceeds from disposal of property, plant, and equipment | 16,564 | |
Acquisition of subsidiary | (770,516) | |
Net cash used in investing activities | (779,105) | |
Cash flows from financing activities: | ||
Proceeds from issue of share capital | 332,275 | |
Proceeds from convertible promissory note - related party | 300 | 1,200 |
Proceeds from issue of promissory note | 1,082 | 786 |
Proceeds from loans and borrowings (net of financing costs) | 501,657 | |
Proceeds from working capital loan - related party | 15,000 | |
Repayment of promissory note | (1,869) | |
Repayment of loans and borrowings | (21,619) | |
Payment of lease liabilities | (3,684) | |
Net cash from financing activities | 823,142 | 1,986 |
Net change in cash and cash equivalents | 32,330 | (913) |
Cash and cash equivalents, beginning of the year | 42 | 955 |
Cash and cash equivalents, end of the year | $ 32,372 | $ 42 |
Corporate information
Corporate information | 12 Months Ended |
Dec. 31, 2023 | |
Corporate information | |
Corporate information | 1. Corporate information Metals Acquisition Limited (“MAL”, the “Company” or “we”) (formerly known as “Metals Acquisition Corp” or “MAC”), is a Company incorporated under the laws of Jersey, with limited liability. MAL was incorporated on 29 July 2022 with registered address 3rd Floor, 44 Esplanade St. Heiler, JE4 9WG, Jersey. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in the operation of the Cornish, Scottish and Australian underground copper mine (the “CSA mine”) in Australia. The principal place of business of the Company is 3rd Floor, 44 Esplanade St. Heiler, JE4 9WG, Jersey. We are an emerging growth company, as defined in the Jumpstart Our Business Startup Act of the United States. Metals Acquisition Corp was incorporated as a Cayman Islands exempted company on 11 March 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination” or “Acquisition” or “initial Business Combination”). On 16 June 2023 (the “Closing Date” or “Closing” or “Acquisition Date”), the Group consummated the initial Business Combination pursuant to the Share Sale Agreement dated as of 17 March 2022 (amended on 22 November 2022), by and among MAL, MAC, MAL’s subsidiary Metals Acquisition Corp. (Australia) Pty Ltd (“MAC Australia”) and Glencore Operations Australia Pty Limited (“Glencore Operations Australia”). Pursuant to the Share Sale Agreement, MAC Australia acquired from Glencore Operations Australia 100% of the issued share capital of Cobar Management Pty Limited (“CMPL”), which owns and operates the CSA mine near Cobar, New South Wales, Australia. The Company’s sponsor was Green Mountain Metals LLC (“GMM”), a Cayman Islands limited liability company (the “Sponsor”). Basis of presentation On 16 June 2023, pursuant to the Share Sale Agreement, the Group had completed the acquisition of 100% of the issued share capital of CMPL. The transaction constituted the Group’s initial Business Combination. Immediately prior to the Business Combination, MAC merged with and into MAL (the “Merger”), with MAL continuing as the surviving company. In connection with the Merger, (i) each issued and outstanding Class A Ordinary Share and Class B Ordinary Share of MAC was converted into one ordinary share of MAL (“Common Shares”) and (ii) each issued and outstanding whole warrant to purchase Class A Ordinary Shares of MAC was converted into one warrant to purchase one ordinary share of MAL at an exercise price of $11.50 per share (“Warrants”), subject to the same terms and conditions existing prior to such conversion. Upon the consummation of the initial Business Combination and other transactions contemplated by the Share Sale Agreement, trading of the Common Shares and Warrants commenced on the New York Stock Exchange (“NYSE”) under the symbols “MTAL” and “MTAL.WS”, respectively, and MAL became a publicly listed entity on 16 June 2023. The Merger of MAC and MAL involved entities under common control in which the combining entities were ultimately controlled by the same parties, both before and after the Merger was completed. This common control transaction was accounted for using book value accounting based on the carrying values recognized in the financial statements of the combining entities. The consolidated financial statements of MAL reflect that the arrangement is in substance a continuation of the existing group. In connection with the initial Business Combination, Glencore received cash consideration of $770,516 thousand net of a customary closing accounts adjustment of $4,484 thousand to reflect the working capital, net debt and tax liabilities of CMPL at the time of Closing, a $75,000 thousand deferred consideration payment (the “Deferred Consideration”), up to $150,000 thousand in two contingent payments subject to copper price performance (the “Contingent Copper Consideration”), a 1.5% copper only net smelter return royalty (the “Royalty Deed”) and 10,000,000 ordinary shares of the Company issued at the redemption share price of $10.00 per share. The cash consideration was funded through a combination of a 100% payable long-term silver sale-and-purchase agreement (the “Silver Stream”) with Osisko Bermuda Limited (“Osisko”) through an upfront payment of $75,000 thousand, a $205,000 thousand syndicated senior term loan facility (the “SFA”), a $135,000 thousand mezzanine facility (the “Mezz Facility”), and equity. The Company entered a Redemptions Backstop Facility with Osisko that comprises $25,000 thousand of equity and a $75,000 thousand copper-linked financing facility (the “Copper Stream”) that is fully subordinated to the SFA. The Company raised $259,517 thousand of proceeds from private equity placements (“PIPE Financing”) as partial consideration for the initial Business Combination with certain investors. PIPE Financing refers to the private placement of ordinary shares to fund a portion of the consideration for the Business Combination. Refer Note 25 for further information on capital structure of the Company and Note 26 for further information on the initial Business Combination. |
Basis of accounting
Basis of accounting | 12 Months Ended |
Dec. 31, 2023 | |
Basis of accounting | |
Basis of accounting | 2. Basis of accounting (a) Statement of compliance These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). They were authorized for issue by the Company’s board of directors on 28 March 2024. For all periods up to and including the financial statements for the year ended 31 December 2022 and interim financial statements for 3 months ended 31 March 2023, the Group prepared its consolidated financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). These consolidated financial statements for the year ended 31 December 2023 are the first annual financial statements the Group has prepared in accordance with IFRS. The Group’s effective date of transition to IFRS is 1 January 2022. Refer to Note 29 for information on how the Group adopted IFRS. In the opinion of management, these consolidated financial statements reflect all adjustments, which consist of normal and recurring adjustments necessary to present fairly the financial position as at 31 December 2023 , 31 December 2022 and 1 January 2022 and the results of operations and cash flows for the year ended 31 December 2023 and 2022 . (b) Basis of measurement These consolidated financial statements have been prepared on an accruals basis and are based on historical cost except for certain financial assets and liabilities which are measured at fair value. Historical cost is generally based on the fair values of the consideration given in exchange for assets. All values in these consolidated financial statements are rounded to the nearest thousand, except where otherwise indicated. (c) Functional and presentation currency These consolidated financial statements are presented in U.S. dollars (“USD”, “US$” or “$”), which is the Group’s functional currency. (d) Going concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realization of assets and the settlement of liabilities in the ordinary course of business. As at 31 December 2023, the Group’s current liabilities exceed current assets by $201,971 thousand (31 December 2022: $17,936 thousand). The ability of the Company to continue as a going concern is dependent on a number of factors including, principally: ● The ability of the Group to enhance the efficiencies within the mine and increase profitability; ● The ability of the Group to achieve their operating cash flows detailed within their forecast; and ● The ability of CMPL to produce sufficient cash inflows to fund MAL ’ s financing arrangements. Management believe it is appropriate to prepare the financial statements on the going concern basis through their assessment of the Group’s expected performance over the forecast period and the appropriateness of the assumptions utilized. In addition, management have considered the ability of MAC to raise funding should this be required over the next 12 months. During the fourth quarter of 2023, MAC issued 1,827,096 Shares to investors, at a price of US $11.00 per Share, for aggregate gross proceeds of $20,098 thousand. 2. Basis of accounting (continued) On 15 February 2024, the Company successfully raised A $325 million (US $210.8 million) before costs in connection with its initial public offering of shares in Australia (“IPO”). On 16 February 2024, MAC used part of the proceeds raised under the IPO to repay in full the US $82.9 million deferred consideration facility (refer to Note 21) to Glencore in connection with the US $1.1 billion acquisition of the CSA mine and the A $196.4 million (US $127.9 million) balance will be used to: ● Increase working capital to facilitate operational flexibility and potential production growth; ● Provide additional funding for exploration programs and mine development at the CSA mine; and ● Fund the costs of the IPO and other administrative costs expected to be incurred by the Company. Therefore, management continue to adopt the going concern basis of accounting in preparing these financial statements. |
Material accounting policy info
Material accounting policy information | 12 Months Ended |
Dec. 31, 2023 | |
Material accounting policy information | |
Material accounting policy information | 3. Material accounting poli cy information The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements, except if mentioned otherwise. 3.1 Basis of consolidation (a) Business combinations The Group accounts for business combinations under the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group (Note 26). In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The excess of the consideration transferred over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognized directly in profit or loss as a bargain purchase. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is recorded as a liability and remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in consolidated profit or loss. (b) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in these consolidated financial statements from the date on which control commences until the date on which control ceases. 3. Material accounting policy information (continued) (c) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. 3.2 Foreign currency transactions Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in consolidated profit or loss and presented within finance income or finance costs. 3.3 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 Financial Instruments (“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. 3. Material accounting policy information (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. 3.4 Finance income and finance costs The Group’s finance income and finance costs include: ● interest income; ● interest expense; ● the foreign currency gains and losses; ● unwinding of discount on rehabilitation provision; ● amortization of discount on convertible promissory notes; ● the net gain or loss on financial instruments at fair value through profit and loss ( “ FVTPL ” ); ● the fair value gain or loss on derivative financial instruments; and ● the fair value loss on contingent consideration classified as a financial liability. Interest income or expense is recognized under the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to: ● the gross carrying amount of the financial asset; or ● the amortized cost of the financial liability. In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. 3.5 Income tax Income tax expense comprises current and deferred tax. It is recognized in consolidated profit or loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income (“OCI”). Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12 Income Taxes (“IAS 12”). 3. Material accounting policy information (continued) The Group has determined that the global minimum top-up tax — which it is required to pay under Pillar Two legislation — is an income tax in the scope of IAS 12. The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax when it is incurred. (a) 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. Current tax assets and liabilities are offset only if certain criteria are met. The Group 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 Group records its best estimate of these tax liabilities, including related interest charges, taking into account the range of possible outcomes. (b) 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. Deferred tax assets and liabilities are not recognized for: ● temporary differences on the initial recognition of assets and liabilities in a transaction that: ● is not a business combination; and ● at the time of the transaction (i) affects neither taxable income nor accounting profit and (ii) does not give rise to equal taxable and deductible temporary differences; ● temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and ● taxable temporary differences arising on the initial recognition of goodwill. 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 future taxable profits will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilized. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. 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 Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. 3. Material accounting policy information (continued) Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group has both the right and the intention to settle its current tax assets and liabilities on a net or simultaneous basis. 3.6 Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institution, other short-term, highly liquid investments with remaining maturities at purchase of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 3.7 Inventories Copper-silver in concentrate and ore stockpiles are physically measured and 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, labor costs, allocated production related overhead costs and includes treatment and refining cost. The cost of production is allocated to joint products using a ratio of weighted average volume by product at each month end. Separately identifiable costs of conversion of each metal concentrate are specifically allocated. Net realizable value is the estimated selling price, less estimated costs of completion and costs of selling final product. Supplies 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. 3.8 Property, plant and equipment (a) Recognition and measurement 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. (b) Subsequent expenditure Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group. (c) Depreciation 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 tons including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). 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. 3. Material accounting policy information (continued) The Company records amortization on underground mine development costs on a UOP basis based on the estimated tonnage of proven and probable mineral reserves and the mineral resources included in the current life of mine plan of the identified component of the ore body. The UOP method defines the denominator as the total tonnage of proven and probable mineral reserves and the mineral resources included in the current life of mine plan. Mineral resources are included in the basis of UOP method when they do not yet have the status of reserves merely because the necessary detailed evaluation work has not yet been performed and the responsible technical personnel agree that inclusion of a proportion of measured, indicated and inferred resources is appropriate based on historic reserve conversion rates. Depreciation, depletion and amortization using the UOP method is allocated to inventory cost and then included as a component of cost of goods sold. (c) Depreciation (continued) The estimated useful lives for the current period is as follows: Buildings 10 – Freehold land Not depreciated Plant and equipment 3 ROU asset 2 Mine development UOP Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. (d) Mine development Mine development costs include costs of acquired mineral rights and 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. Mineral rights comprise mineral resources and ore reserves, which are acquired as part of a business combination and are recognized at fair value at the date of acquisition. Development stage expenditures are costs incurred to obtain access to proven and probable mineral reserves or mineral resources and provide facilities for extracting, treating, gathering, transporting and storing the minerals. The development stage of a mine commences when the technical feasibility and commercial viability of extracting the mineral resource has been determined. Costs that are directly attributable to mine development are capitalized as property, plant and mine development to the extent that they are necessary to bring the property to commercial production. Abnormal costs are expensed as incurred. Indirect costs are included only if they can be directly attributed to the area of interest. General and administrative costs are capitalized as part of the development expenditures when the costs are directly attributed to a specific mining development project. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. (e) Exploration and evaluation Exploration and evaluation expenditures are the costs incurred in the initial search for mineral deposits with economic potential or in the process of obtaining more information about existing mineral deposits. Exploration expenditures typically include costs associated with prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore. Evaluation expenditures are the costs incurred to establish the technical and commercial viability of developing mineral deposits identified through exploration activities or by acquisition. Exploration and evaluation expenditures are expensed as incurred unless it can be demonstrated that the project will generate future economic benefit. When it is determined that a project can generate future economic benefit the costs are capitalized in the property, plant and mine development line item in the consolidated balance sheets. 3. Material accounting policy information (continued) The exploration and evaluation phase ends when the technical feasibility and commercial viability of extracting the mineral is demonstrable. (f) Assets under construction Assets under construction are included in plant and equipment and since the assets are not yet available for use, are not depreciated. 3.9 Leases The Group recognizes a ROU asset and corresponding lease liability in the consolidated 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 Group 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 Group 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 rate method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability, with a corresponding adjustment to the related ROU 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 ROU assets are initially recognized in the consolidated 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 ROU assets when they are no longer used. ROU assets are recognized within property, plant and equipment in the consolidated statement of financial position. ROU assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the ROU asset or the end of the lease term. Sale and leaseback transactions If the Group transfers an asset to another entity (the “buyer-lessor”) and leases that asset back from the buyer-lessor, the transfer contract and the lease is accounted for by applying the requirements of IFRS 16 Leases (“IFRS 16”). The Group first applies the requirements for determining when a performance obligation is satisfied in IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) to determine whether the transfer of an asset is accounted for as a sale of that asset. 3. Material accounting policy information (continued) For transfer of an asset that satisfies the requirements of IFRS 15 to be accounted for as a sale of the asset, the Group measures the ROU asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained by the Group. Accordingly, the Group recognizes only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor. If the transfer of an asset does not satisfy the requirements of IFRS 15 to be accounted for as a sale of the asset, the Group continues to recognize the transferred asset and recognizes a financial liability equal to the transfer proceeds. The financial liability is accounted for applying IFRS 9. 3.10 Financial instruments (a) Recognition and measurement Trade receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. (b) Classification and subsequent measurement Financial assets On initial recognition, a financial asset is classified as subsequently measured at: amortized cost; fair value through other comprehensive income (“FVOCI”) — debt investment; FVOCI — equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. i. Business model assessment The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes: ● the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management ’ s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets; ● how the performance of the portfolio is evaluated and reported to the Group ’ s management; ● the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed; 3. Material accounting policy information (continued) ● how managers of the business are compensated — e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and ● the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity. Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the assets. ii. Assessment whether contractual cash flows are solely payments of principal and interest For the purposes of this assessment, “principal” is defined as the fair value of the financial asset on initial recognition. “Interest” is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: ● contingent events that would change the amount or timing of cash flows; ● terms that may adjust the contractual coupon rate, including variable-rate features; ● prepayment and extension features; and ● terms that limit the Group ’ s claim to cash flows from specified assets (e.g. non-recourse features). A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL: ● it is held within a business model whose objective is to hold assets to collect contractual cash flows; and ● its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. These assets are subsequently measured at amortized cost using the effective interest rate method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in consolidated profit or loss. Any gain or loss on derecognition is recognized in profit or loss. 3. Material accounting policy information (continued) Financial liabilities Financial liabilities of the Group include trade and other payables, loans and borrowings, lease liabilities and other financial liabilities. The Group recognizes the financial liabilities at amortized cost using the effective interest rate method as they are not classified as held-for-trading, not a derivative or not designated as such on initial recognition. Interest expense and foreign exchange gains and losses are recognized in consolidated profit or loss. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. (c) Derecognition Financial assets The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. Financial liabilities The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. (d) Offsetting Financial assets and financial liabilities are offset and the net amount presented in the consolidated statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously. (e) Derivative financial instruments Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value and changes therein are recognized in consolidated profit or loss for fair value and non-hedging derivatives and recognized in consolidated other comprehensive income for derivatives designated as cash flow hedges. A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is separated from the host and accounted for as a separate derivative if: the economic characteristics and risks are not closely related to the host; a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and the hybrid contract is not measured at FVTPL. Embedded derivatives are measured at fair value with changes in fair value recognized in consolidated profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the FVTPL category. More information about the Group’s accounting policies and risk management activities related to derivative financial instruments and hedge accounting is provided in Notes 22 and 23. 3. Material accounting policy information (continued) 3.11 Impairment (a) Non-derivative financial instruments A loss allowance for expected credit losses (“ECL”) is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The ECL recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. The Group applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime ECL provision. The ECL on these financial assets is estimated using a provision matrix by reference to past default experience and an equ |
Use of judgements and estimates
Use of judgements and estimates | 12 Months Ended |
Dec. 31, 2023 | |
Use of judgements and estimates | |
Use of judgements and estimates | 4. Use of judgements and estimates In preparing these consolidated financial statements, management has made judgements and estimates that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis and are consistent with the Group’s risk management commitments, where appropriate. Revisions to estimates are recognized prospectively. Significant judgements, estimates and assumptions Information about assumptions and estimation uncertainties at 31 December 2023 and judgements made in applying accounting policies that have the most significant effects on the amounts recognized in these consolidated financial statements are as follows: Business combination (Note 26) Assets and liabilities of subsidiaries acquired are included at their fair value at the time of acquisition. Such valuations require management to make significant estimates and assumptions, especially with respect to property, plant and equipment, which includes mineral properties, and inventory. With the assistance of an independent third-party, management has made assumptions and estimates on the future CSA mine production profile, commodity prices and discount rates. The discounted cash flow model used to determine the fair value of the property, plant and equipment property considers forecasted production and sales, which is derived from the acquired businesses life of mine model, which includes reserves and resources as well as (in limited circumstances) uncategorized material for which there is a high degree of confidence that this inventory will be extracted in an economic manner. The fair value of the inventories uses the historical net book value for supplies and consumables on hand as an appropriate proxy for fair value. Finished inventories have been valued by starting at the assumed commodity price at the time of expected sale, deducting all remaining costs required to produce and sell these inventories and allowing for an appropriate selling margin and estimated costs to complete. Management’s estimates of fair value are based on reasonable assumptions, but those are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. In a business combination, it is necessary to recognize contingent future payments to previous owners, representing contractually defined potential amounts, as a liability. For the acquisition of CMPL, the contingent and deferred consideration is linked to a formula depending on an additional capital raise or an Australian Stock Exchange (“ASX”) listing of the Company, certain copper price thresholds, and/or net smelter returns of all marketable and metal-bearing copper material from the acquired business over the mining tenure/life of CSA mine. For determination of the fair value of contingent consideration, various unobservable inputs are used. A change in these inputs might result in a significantly higher or lower fair value measurement. The inputs used are, among others, future copper prices, estimated net smelter returns from all marketable and metal-bearing copper material produced from the CSA mine and assumptions regarding the discount rate. Depreciation based on UOP basis (Note 14) Assets depreciated on a UOP basis rely heavily on estimated production units. In calculating the appropriate production level, management rely on life of mine (LOM) 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. 4. Use of judgements and estimates (continued) 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 Group 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 Group’s consolidated financial results and consolidated 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 on a prospective basis. Amortization (Note 14) Property, plant and mine development comprise a large portion of the Company’s total assets and as such the amortization of these assets has a significant effect on the Company’s consolidated financial statements. Amortization is charged according to the pattern in which an asset’s future economic benefits are expected to be consumed. The determination of this pattern of future economic benefits requires management to make estimates and assumptions about useful lives and residual values at the end of the asset’s useful life. Actual useful lives and residual values may differ significantly from current assumptions. Mineral inventories (Note 14) The Company's life of mine plan includes mineral reserves and mineral resources, which are estimates of the amount of ore that can be extracted from the Company’s mining properties. The estimates are based on information compiled by “competent persons” as defined under the JORC Code. Such an analysis relating to the geological and technical data on the size, depth, shape and grade of the ore body and suitable production techniques and recovery rates requires complex geological judgments to interpret the data. The estimation of mineral reserves and mineral resources is based upon factors such as estimates of commodity prices, future capital requirements and production costs, geological and metallurgical assumptions and judgments made in estimating the size and grade of the ore body and foreign exchange rates. In limited circumstances, the life of mine plan also includes other mining inventory relating to uncategorized material, which is included only to the extent there is a high degree of confidence that this inventory will be extracted in an economic manner. This is the case when the other mining inventory does not yet have the status of ore reserve or resource merely because the necessary detailed evaluation work has not yet been performed, however the responsible technical personnel and competent persons agree that the inclusion of a portion of this material is appropriate based on historical conversation rates. 4. Use of judgements and estimates (continued) As the economic assumptions used may change and as additional geological information is acquired during the operation of a mine, estimates of proven and probable mineral reserves may change. Such changes may affect the Company’s consolidated balance sheets and consolidated statements of income, including: ● The carrying value of the Company ’ s property, plant and mine development and goodwill may be affected due to changes in estimated future cash flows; ● Depreciation charges in the consolidated statements of income may change where such charges are determined using the units-of-production method or where the useful life of the related assets change; ● Reclamation provisions may change where changes to the mineral reserve and mineral resource estimates affect expectations about when such activities will occur and the associated cost of these activities; and ● Total mining inventory, including reserves, resources and (where appropriate) other uncategorized materials is used to calculate the estimated recoverable amounts of CGUs for impairment tests of goodwill and non-current assets. Impairment and impairment reversal (Note 14) The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of an asset or a CGU is determined at the higher of value in use and fair value less costs of disposal. The recoverable amount for each CGU is estimated based on discounted future estimated cash flows (expressed in real terms) expected to be generated from the continued use of the CGUs using market-based commodity price and exchange assumptions, estimated quantities of recoverable minerals, production levels, operating costs and capital requirements, including any expansion projects, and its eventual disposal, based on the CGU LOM plans. These cash flows are discounted using a real post-tax discount rate that reflected current market assessments of the time value of money and the risks specific to the CGU. Restoration, rehabilitation and decommissioning (Note 19) 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. 4. Use of judgements and estimates (continued) 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 profit and loss over the remaining economic life of the asset through the depreciation charge. 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. Derivative instruments (Note 23) The Company has issued warrants as further described in Note 23 of these financial statements. The Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss. The fair value of the Company’s Public Warrants is based on their quoted price on the NYSE. The Company has determined that the closing price of the Public Warrants is 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. The fair value of the Company’s warrants subscription agreement (the “Mezz Warrants”) is determined using a Monte Carlo simulation model requiring such inputs as the Company’s share price, share price volatility, risk-free rates of return, and expected life of the Mezz Warrants. Share price volatility was estimated by using a weighting of the average historical volatility of comparable companies from a representative peer group of publicly traded companies. The Company has employed a silver future curve simulation valuation model to estimate the fair value of the silver stream embedded derivative, using as key inputs the anticipated silver deliveries contained within the life of mine plans, and the Company’s credit spread. The Company has employed a copper future curve simulation valuation model to estimate the fair value of the copper stream embedded derivative, using as key inputs the anticipated copper deliveries contained within the life of mine plan, copper price volatility, and the Company’s credit spread. The Company has employed a Monte-Carlo simulation model to estimate the fair value of the Mezz Facility embedded derivative, notably the fair value of the prepayment option, using as key inputs the risk-free rate, copper price volatility, copper price forward curve, and the Company’s credit spread. The Company has employed the mark-to-market calculation method to estimate the fair value of the commodity swap liability derivative, using as key inputs the copper future curve and the USD SOFR discount curve. Deferred tax (Note 9) Deferred tax assets are recognized only to the extent it is considered probable that those assets will be recoverable. This involves an assessment of when those deferred tax assets are likely to reverse, and a judgement as to whether there will be sufficient taxable income available to offset the tax assets when they do reverse. These judgements and estimates are subject to risk and uncertainty and therefore, to the extent assumptions regarding future profitability change, there can be a material increase or decrease in the amounts recognized in the consolidated statement of income in the period in which the change occurs. The recoverability of the Group’s deferred tax assets including the estimates and assumptions contained therein are reviewed regularly by management. |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2023 | |
Segment information | |
Segment information | 5. Segment information The chief operating decision maker has been identified as the Chief Executive Officer (“CEO”). The CEO makes decisions with respect to allocation of resources and assesses performance of the Group. The Group is organized and operates in one single operating segment focused on the mining and production of copper and silver from the CSA mine. As such the performance of the Group is assessed and managed in totality. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Revenue | 6. Revenue Year ended 31 December US$ thousand 2023 2022 Sale of commodities – Copper 153,530 — Sale of commodities – Silver 5,469 — Total 158,999 — Revenue is derived principally from the sale of commodities, recognized once the control of the goods has transferred from the Group to the customer. Products of the Group may be provisionally priced at the date revenue is recognized. Revenue from sale of commodities includes $0.1 million (2022: $ nil ) of mark - to - market related adjustments on provisionally priced sales arrangements. As at 31 December 2023, the Group had 2,680.34 payable copper metal tons of provisionally priced copper sales subject to final pricing over the next several months. The average provisional price per ton of these provisionally priced sales subject to final pricing is $8,451.90 . Impact of provisionally priced sales is accounted under IFRS 9. Final settlements are recognized within revenue. |
Expenses by nature
Expenses by nature | 12 Months Ended |
Dec. 31, 2023 | |
Expenses by nature | |
Expenses by nature | 7. Expenses by nature Year ended 31 December US$ thousand Note 2023 2022 Change in production stock 12,209 — Consumables and other production purchases 12,877 — Repairs and maintenance 7,864 — Energy and utilities 7,849 — Employee benefits 24,257 — Contractors 12,838 — Depreciation on property, plant and equipment 14 46,659 — Insurance 4,962 — Others 11,651 — Cost of goods sold 141,166 — Acquisition costs 26 60,321 7,521 Employee benefits 5,866 224 Legal and professional fees 10,054 1,579 Initial public offering related costs 831 — Insurance 1,928 325 Others 607 324 Administrative expenses 79,607 9,973 Transportation 3,410 — Others 8,011 — Selling and distribution expenses 11,421 — Total cost of goods sold, administrative and selling and distribution expenses 232,194 9,973 Contributions made to defined contribution plans for year ended on 31 December 2023 were $ 2,650 thousand (2022: $ nil ). These contributions are recognized as a part of employee benefits. |
Finance income and costs
Finance income and costs | 12 Months Ended |
Dec. 31, 2023 | |
Finance income and costs | |
Finance income and costs | 8. Finance income and costs Year ended 31 December US$ thousand Note 2023 2022 Finance income Income from marketable securities 5,365 3,753 Realized gain on stream 83 — Total finance income 5,448 3,753 Finance costs Interest expense under the effective interest rate method on: – Loans and borrowings (39,027) (20,234) – Other financial liabilities — — – Lease liabilities (555) — Unwinding of discount on rehabilitation provision 19 (1,028) — Commodity swap loss (576) — Foreign exchange loss (1,617) — Total finance costs (42,803) (20,234) Net change in fair value measurements of financial instruments Change in fair value of: – Warrant liability 23 (21,984) 1,477 – Embedded derivative – copper and silver stream agreements 23 (195) — – Embedded derivative – mezzanine debt facility 23 (8,464) — – Embedded derivative – conversion option 23 — 7 – Contingent liability – royalty deed 23 (855) — – Contingent liability – copper consideration 23 (3,200) — – Commodity swaps 23 (12,559) — Total net change in fair value of financial instruments (47,257) 1,484 Net finance costs (84,612) (14,997) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income taxes | |
Income taxes | 9. Income taxes (a) Amounts recognized in profit or loss Year ended 31 December US$ thousand 2023 2022 Current income tax expense — — — — Deferred tax benefit Origination and reversal of temporary differences (15,006) — (15,006) — Total income tax benefit (15,006) — 9. Income taxes (continued) (b) Reconciliation of income tax expense Year ended 31 December US$ thousand 2023 2022 Loss before income tax for the year (159,560) (24,970) Total tax benefit (15,006) — Loss after income tax (144,554) (24,970) Tax using the statutory rate of 30% (2022 – nil%) — — Tax effects of foreign jurisdiction (Australia): Tax at the Australian tax rate of 30% (2022 – Cayman Island nil%) (47,868) — Tax rate differential 16,792 — Non-deductible expenses 16,070 — Income tax benefit (15,006) — (c) Movement in deferred tax balances Acquired through Recognized Net balance business in profit or Net balance Deferred tax Deferred tax US$ thousand at 1 January 2023 combination loss at 31 December 2023 assets liabilities Inventories — 491 (5,162) (4,671) — (4,671) Property, plant and equipment — (148,782) 447 (148,335) — (148,335) Lease liability — 151 4,591 4,742 4,742 — Provisions — 12,111 49 12,160 12,160 — Tax losses — — 7,618 7,618 7,618 — Other — — 7,463 7,463 7,463 — Net tax assets/(liabilities) — (136,029) 15,006 (121,023) 31,983 (153,006) The Jersey parent entity is subject to a tax rate of 0% under the Jersey tax regime and thus no income tax is recorded. All wholly owned Australian controlled entities are part of a Multiple Entry Tax Consolidated Group (MEC Group), with MAC Australia as the provisional head company. All other Eligible Tier 1 companies in the MEC Group are dormant. As a consequence, all members of the MEC Group are taxed as a single entity. The MEC Group is referred to below as MAC-Sub. As at and for the year ended 31 December 2022, the Group was considered to be an exempted Cayman Islands company with connection to Australia via MAC-Sub as a taxable jurisdiction. MAC-Sub was a dormant entity as at and during the year ended 31 December 2022 and the Group was therefore not subject to income taxes or income tax filing requirements in the Cayman Islands or United States for financial year ended on 31 December 2022. MAC-Sub as an Australian tax resident company was required to notify the Australian Taxation Office that it was dormant, did not have taxable income and was not required to lodge a tax return for the year ended 31 December 2022 and did so in the time required. As such, the Group’s tax provision was zero as at 31 December 2022. Unrecognized deferred tax assets and liabilities MAC-Sub does not have any unrecognized deferred tax assets or liabilities. 9. Income taxes (continued) Tax losses carried forward MAC-Sub has income tax losses of $25,392 thousand for the year ended 31 December 2023. These tax losses have no expiry. To the extent to which it has tax losses, it will need to satisfy certain tests in order to be able to utilize those tax losses in future years. A deferred tax asset has been recognized on the tax losses to offset the deferred tax liability arising from the inventory and property, plant and equipment. Income tax judgements and contingent tax liabilities The Group does not have any contingent tax liabilities or uncertain tax positions for the year ended 31 December 2023. |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings per share | |
Earnings per share | 10. Earnings per share Basic income / (loss) per share is calculated based on the weighted average number of ordinary shares and ordinary share equivalents outstanding during the period ended 31 December 2023, and 2022. In periods with positive earnings, the calculation of diluted net income per share uses the treasury stock method to compute the dilutive effects of warrants, convertible debt, and other potentially dilutive instruments. In periods of loss, diluted net loss per share is equal to basic net loss per share, as the effect of potential issuances of shares from potentially dilutive instruments would be anti-dilutive. The following table provides a reconciliation between basic and diluted net loss per share: Year ended 31 December 2023 2022 Net loss (in US$) (144,554,000) (24,970,000) Weighted average ordinary shares outstanding (in numbers) 29,912,257 6,628,695 Net loss per ordinary share (in US$): Basic (4.83) (3.77) Diluted (4.83) (3.77) For the year ended 31 December 2023, the computation of diluted net loss per share excluded the impact of 8,838,260 Public warrants (2022: 8,838,260 ), 6,535,304 Private warrants (2022: 6,335,304 ), and 3,187,500 warrants related to the Mezzanine debt (2022: nil ) as their effect would be anti-dilutive. |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2023 | |
Cash and cash equivalents | |
Cash and cash equivalents | 11. Cash and cash equivalents 31 December 31 December 1 January US$ thousand 2023 2022 2022 Bank balances 32,372 42 955 32,372 42 955 The Senior Syndicated Facility Agreement (“SFA”) requires the Company to maintain a minimum cash and cash equivalent investment balance (as defined in the SFA) of $30,000 thousand. This includes any undrawn and available portion of the $25,000 thousand revolving credit facility (“Facility B”) (Refer Note 18). As of 31 December 2023, cash and cash equivalents includes $30,000 thousand (2022: $ nil ) that should be kept for the fulfilment of the SFA’s minimum cash and cash equivalent investments balance requirement (as defined in the SFA). Facility B is fully drawn as of 31 December 2023. |
Trade and other receivables
Trade and other receivables | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other receivables. | |
Trade and other receivables | 12. Trade and other receivables 31 December 31 December 1 January US$ thousand 2023 2022 2022 Indirect tax receivable 1,781 — — Other receivables 5 53 — Trade receivable due from related parties 31,456 — — 33,242 53 — Trade receivable due from related parties are subject to provisional pricing feature of the Group’s revenue contracts. The average credit period on sale of goods on credit is 14 days. Information about the Group’s exposure to credit and market risks is included in Note 22. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories. | |
Inventories | 13. Inventories 31 December 31 December 1 January US$ thousand 2023 2022 2022 Current Supplies and consumables 15,570 — — Work in progress 482 — — Finished goods 5,476 — — Total current 21,528 — — Non-current Supplies and consumables 300 — — Total non-current 300 — — Total inventories 21,828 — — As part of the acquisition of CMPL, the Group recognized inventories of $32,893 thousand (Refer Note 26). During the year ended on 31 December 2023, the decrease in inventories amounting to $28,764 thousand (2022: $ nil ) was recognized in ‘cost of production’. At 31 December 2023, all inventory is measured at cost and $1,393 thousand of inventory write-downs were recognized. Inventories that are not expected to be utilized or sold within 12 months are classified as non-current inventory and held in Australia. |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, plant and equipment | |
Property, plant and equipment | 14. Property, plant and equipment Reconciliation of carrying amount Freehold land Plant and Right-of-use Mine US$ thousand and buildings equipment assets development Total Cost Balance as of 1 January 2023 — — — — — Acquired through business combination 8,559 293,348 395 913,961 1,216,263 Additions — 7,725 18,254 17,100 43,079 Disposals — (16,564) — — (16,564) Other movements* — — — (1,204) (1,204) Balance as of 31 December 2023 8,559 284,509 18,649 929,857 1,241,574 Accumulated depreciation Balance as of 1 January 2023 — — — — — Depreciation for the period 338 11,290 2,077 32,954 46,659 Balance as of 31 December 2023 338 11,290 2,077 32,954 46,659 Carrying amounts As of 1 January 2022 — — — — — As of 31 December 2022 — — — — — As of 31 December 2023 8,221 273,219 16,572 896,903 1,194,915 * Other movements consists of decrease in rehabilitation. As part of the acquisition of CMPL, the Group recognized property, plant and equipment of $1,216,263 thousand (Refer Note 26). All property, plant and equipment is located in Australia. In addition, exploration & evaluation expenditure of $17,918 thousand was recognized as part of the acquisition. As part of a sale and leaseback arrangement for certain underground equipment, the Group recognized ROU asset amounting to $15,733 thousand (Refer Note 17). No impairment loss was recognized for the year ended on 31 December 2023 as no indicators of impairment were identified. Depreciation charges on right-of-use assets are made up of right-of-use plant and equipment depreciation of $1,876 thousand and leased buildings depreciation of $201 thousand. Exploration and evaluation expenditure immediately expensed to cost of goods sold in the statement of profit or loss and other comprehensive income amounted to $1,438 thousand (2022: $ nil ). |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments | |
Investments | 15. Investments 31 December 31 December 1 January US$ thousand 2023 2022 2022 Marketable securities held in trust account — 268,909 265,156 — 268,909 265,156 Marketable securities represent the net proceeds from the Company’s IPO held prior to initial Business Combination. These funds were held in a trust account and were 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 the Investment Company Act. Upon completion of the initial Business Combination, these funds were released to the public shareholders of Class A ordinary shares who elected to redeem their Class A ordinary shares, subject to certain limitations. |
Trade and other payables
Trade and other payables | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other payables. | |
Trade and other payables | 16. Trade and other payables 31 December 31 December 1 January US$ thousand 2023 2022 2022 Trade payables due to third parties 14,447 927 604 Trade payables due to related parties 15,000 — — Advances received 20 — — Accrued expenses 53,764 — — Interest payable 3,136 — — Mining royalty 3,554 — — 89,921 927 604 Information about the Group’s exposure to market and liquidity risks in included in Note 22. Trade payables 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. |
Lease liabilities
Lease liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Lease liabilities. | |
Lease liabilities | 17. Lease liabilities 31 December 31 December 1 January US$ thousand 2023 2022 2022 Current lease liability 5,848 — — Non-current lease liability 9,958 — — 15,806 — — Sale and leaseback of underground equipment During the year ended 31 December 2023, in connection with the Acquisition, the Group entered into a sale and leaseback arrangement for certain underground equipment for total proceeds of $16,564 thousand. The equipment will continue to be used over the 3-year lease term. As a result of the sale and leaseback transaction, the Group recognized a lease liability and a corresponding right-of-use asset in the amount of $15,733 thousand. As total proceeds from the sale of the equipment exceeded the fair value of the equipment at the time of sale, the transaction included a financing arrangement and the Group recognized a financial liability in the amount of $609 thousand (Refer Note 21). 17. Lease liabilities (continued) Amounts recognized in consolidated statement of profit or loss and other comprehensive income 31 December 31 December US$ thousand 2023 2022 Interest on lease liabilities 555 — Depreciation on ROU assets 2,077 — 2,632 — Amounts recognized in statement of cashflows 31 December 31 December US$ thousand 2023 2022 Cash outflow from financing activities Payment for lease liabilities 3,684 — Total cash outflow for leases 3,684 — Leases reconciliation US$ thousand Balance as of 1 January 2023 — Additions to ROU assets 18,254 Additions from acquisition of subsidiary 504 Changes from financing activities: Repayment of lease liabilities (3,684) Other changes: Interest expense 555 Foreign exchange movements 177 Balance as of 31 December 2023 15,806 Lease payment maturity analysis (undiscounted) Year ended 31 December US$ thousand 2023 2022 Within 1 year 1,010 — 1 - 2 years 884 — 2 - 3 years 625 — More than 3 years — — Total 2,519 — |
Loans and borrowings
Loans and borrowings | 12 Months Ended |
Dec. 31, 2023 | |
Loans and borrowings | |
Loans and borrowings | 18. Loans and borrowings The following table shows the carrying amounts of the Group’s loans and borrowings as at 31 December 2023, 31 December 2022 and 1 January 2022. 31 December 31 December 1 January US$ thousand 2023 2022 2022 Current Mezzanine debt facility — — — Senior syndicated facility agreement 53,240 — — Copper purchase agreement 6,414 — — Silver purchase agreement 9,255 — — Promissory note – related party — 786 — 68,909 786 — Non-current Mezzanine debt facility 85,567 — — Senior syndicated facility agreement 154,676 — — Copper purchase agreement 78,404 — — Silver purchase agreement 61,319 — — 379,966 — — 448,875 786 — The loans and borrowings were drawn down as general loans and borrowings. Therefore, borrowing costs are not capitalized. The following table provides a reconciliation of movement in loans and borrowings for the years ended 31 December 2023 and 2022. Year ended 31 December US$thousand 2023 2022 Balance as of 1 January 786 — Issue of promissory note — 786 Amounts borrowed during the year classified as loans and borrowings 458,637 — Interest capitalized to loans and borrowings 10,339 — Finance costs and loan arrangement fees deducted from borrowings (13,343) — Amortization expense 10,431 — Adjustment for recognition of Copper Purchase agreement derivative liability 4,430 — Repayment of loans and borrowings (21,619) — Conversion of promissory note to Private Placement Warrants (786) — Balance as of 31 December 448,875 786 18. Loans and borrowings (continued) (a) Terms and conditions of loans and borrowings Mezzanine Debt Facility On 10 March 2023, MAC Australia 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 initial Business Combination. The Mezz Facility provides for, among other things, $135,000 thousand total funding available to the Group with a maturity of 16 June 2028. The interest on the Mezz Facility will be paid on a quarterly basis and is calculated as the aggregate of (i) the Interest Rate Margin and (ii) the greater of the 3-month term Secured Overnight Financing Rate (“SOFR”) 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) 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 In connection with the Mezz Facility, MAC Australia entered into the Mezz Warrants with Sprott Private Resource Lending II (Collector-2), LP (the “Warrant Subscriber”) for 3,187,500 transferrable share purchase warrants issued by the Company, with each whole warrant entitling the holder to purchase one ordinary share in the Company with a par value of $0.0001 per share, subject to customary anti-dilution terms. The Mezz Warrants will be fully transferrable and will last for the full term of the Mezz Facility with an exercise price of $12.50 per share. Upon exercise, the Company may either (i) net cash settle the Mezz Warrants, or (ii) direct the holder to offset the exercise price against the outstanding principal amount of the Mezz Facility. The holder has the option to convert to shares. The Company may elect to accelerate the exercise date for the Mezz Warrants if the Company’s ordinary shares are quoted on a recognized stock exchange with a trading price over two times the exercise price for twenty consecutive trading days. The Mezz Warrants are classified and accounted for as derivative liabilities at fair value through profit or loss (Note 23). A redemption of the Mezz Facility may be initiated at the option of MAC Australia at any time upon 5 days written notice after the second anniversary of the date the loan was made (the “Utilization Date”). MAC Australia may prepay the whole, but not part, of the Mezz Facility at par plus accrued interest plus a prepayment interest premium in an amount equal to 4.00% of the aggregate principal amount of the Mezz Facility being prepaid on or after the second anniversary of the Utilization Date but prior to the third anniversary of the Utilization Date. MAC Australia may prepay the whole, but not part, of the Mezz Facility at par plus accrued interest (without any premium) on or after the third anniversary of the Utilization Date. The Mezz Facility was fully drawn on the Utilization Date of 15 June 2023, to finance, in part, the initial Business Combination. The Mezz Facility has been accounted for as a financial liability and the embedded derivatives in relation to the interest rate margin and the voluntary prepayment option have been bifurcated and recognized collectively as a compound embedded derivative. On initial recognition, the gross proceeds were first allocated to the fair value of the Mezz Warrants and the fair value of the compound embedded derivative in the amounts of $13,665 thousand and $42,098 thousand, respectively, with the residual amount of $79,237 thousand allocated to the financial liability. 18. Loans and borrowings (continued) Subsequent to initial recognition, the financial liability is measured at amortized cost. The compound embedded derivative is recorded at fair value each reporting period with changes reflected in the consolidated statement of profit and loss. As at 31 December 2023, the fair value of the compound embedded derivative was $42,635 thousand. The Mezz Warrants are classified and accounted for as derivative liabilities, and are recorded at fair value each reporting period with changes reflected in the consolidated statement of profit and loss. As at 31 December 2023, the fair value of the Mezz Warrants was $16,906 thousand (Note 23). The discount and transaction costs incurred on utilization of the Mezz Facility amounted to $3,700 thousand, of which $100 thousand and $300 thousand have been allocated to the Mezz Warrants and compound embedded derivative, respectively, and recognized in net income (loss) during the year ended 31 December 2023. $3,300 thousand of transaction costs have been allocated to the financial liability and offset against the carrying amount of the financial liability and are being amortized to net income (loss) using the effective interest rate method. Senior Syndicated Facility Agreement On 28 February 2023, MAC Australia 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 Citi securities Limited, as agent for the Senior Lenders, to provide a senior syndicate loan facility to finance, in part, the initial Business Combination. The obligations of MAC Australia under the SFA are guaranteed by the Company (the “Guarantor”). The SFA provides for, among other things, two credit facilities (collectively, the “Senior Facilitates”) as follows: ● a $205,000 thousand initial Business Combination term loan ( “ Facility A ” ) that can be used to finance, in part, the initial Business Combination, requires quarterly repayments that are sculpted as necessary to meet a Debt Service Cover Ratio minimum of 1.50 x ( “ Facility A Repayment Instalments ” ) but can be mandatorily repaid by way of a ‘ sweep ’ of excess cash available to MAC Australia and each of its subsidiaries such that on the last day of each quarter, MAC Australia must apply 30% of all excess cash in repayment of Facility A applied in inverse order of maturity, and is fully amortized over a notional 5 year loan life based on agreed financial modelling as described in the SFA; and ● a $25,000 thousand revolving credit facility ( “ Facility B ” ) that can be used only for general corporate purposes post-closing of the initial Business Combination, requires repayments such that all loans under Facility B are repaid on or before the date that is three years after the date of financial close under the SFA (the “ Termination Date ” ). The rate of interest for Facility A and B is calculated as the aggregate of (i) the margin equal to a fixed amount of 3.0% per annum, and (ii) the greater of zero or the secured overnight financing rate (“SOFR”) for such day. The SFA also specifies a default interest rate of an additional 2% per annum for overdue payments. In connection with the SFA, MAC Australia was required to enter into hedging arrangement (commodity swap arrangements) to hedge the price risk for a minimum of 30% of scheduled copper production. The hedge agreements were entered into as of 1 July 2023 and expire 31 May 2026. The underlying commodity of the three commodity swap agreements is Copper, and the purpose of the commodity swaps is to hedge the price risk of the scheduled Copper production. Refer to Note 23(e) for further details on the hedge arrangements. 18. Loans and borrowings (continued) A redemption of Facility A may be initiated at the option of MAC Australia at any time upon 5 days written notice. MAC Australia may prepay the whole or any part of Facility A, but, if in part, being an amount that reduces the amount of Facility A by a minimum amount of $500 thousand, and integral multiples thereof. Any prepayment shall be made together with accrued interest on the amount prepaid. At the option of MAC Australia, each prepayment may be applied against the remaining Facility A Repayment Instalments in inverse chronological order or pro-rata by the amount of the prepayment. In addition, a redemption of Facility B may be initiated at the option of MAC Australia at any time upon 5 days written notice. MAC Australia may prepay the whole or any part of Facility B, but, if in part, being an amount that reduces the amount of Facility B by a minimum amount of $2,000 thousand. Any prepayment shall be made together with accrued interest on the amount prepaid. The prepayment options were determined to have economic characteristics and risks that are closely related with the host debt contracts of Facility A and Facility B, respectively, and therefore, were not accounted for as separate financial instruments. The principal amount of Facility A was fully utilized on 14 June 2023, to finance, in part, the initial Business Combination. The discount and transaction costs incurred on utilization of Facility A totaling $10,000 thousand have been offset against the carrying amount of Facility A and are being amortized to net income (loss) using the effective interest rate method. The principal amount of Facility B was fully utilized on 15 September 2023, to finance working capital requirements. Copper Purchase Agreement On 20 March 2023, the Company entered into a copper purchase agreement (the “Copper Stream”) with Osisko. Under the terms of the Copper Stream effective 16 June 2023 (the “Closing Date”), in exchange for an upfront cash deposit of up to $75,000 thousand (the “Available Copper Deposit”), the Company is required to deliver to Osisko an amount 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. On 16 June 2023, the full amount of the Available Copper Deposit was drawn to finance, in part, the initial Business Combination. As of 31 December 2023, the Company has made no deliveries towards the Copper Stream with Osisko. For the purposes of the Copper Stream, the “Copper Stream Percentage” shall mean during the following periods: Time Period Copper Stream Percentage 16 June 2023 to 16 June 2024 0 % 17 June 2024 to 16 June 2028 3% (the “First Stream Percentage”) 17 June 2028 until 33,000 metric tons of refined copper delivered to Osisko (the “Threshold Quantity”) 4.875% (the “Second-Threshold Stream Percentage”) Thereafter from the date that the Threshold Quantity has been met 2.25% (the “Tail Stream Percentage”) 18. Loans and borrowings (continued) The Company may elect to reduce the Copper Stream Percentage and the Threshold Quantity on 16 June 2028 to the following amounts and percentages upon making a one-time payment of $40,000 thousand or $20,000 thousand, respectively (the “Buy-Down Option”). The Buy-Down Option is an embedded derivative measured at fair value taking into account the likelihood of the Group exercising the option. Buy-Down Option 1 Buy-Down Option 2 Buy-Down Amount $ 40 million $ 20 million Second-Threshold Stream Percentage 3.25 % 4.0625 % Tail Stream Percentage 1.50 % 1.875 % Threshold Quantity 23,900 tons 28,450 tons In addition to the Copper Deposit, the Group will receive ongoing cash payments for refined copper delivered equal to 4% (the “Copper Cash Price”) of the cash settlement price for one ton 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 difference between the Copper Market Price and the Copper Cash Price will be credited against the outstanding Copper Deposit. After the Copper Deposit is reduced to $ nil , the Company will receive only the Copper Cash Price for each ton of refined copper delivered. The Copper Stream has been accounted for as a financial liability and the embedded derivatives in relation to the embedded copper price within the agreement and the Buy-Down Option have been bifurcated and recognized collectively as a compound embedded derivative. On initial recognition, the financial liability was recognized in the amount of $79,430 thousand inclusive of the compound embedded derivative recognized at its fair value in the amount of $4,430 thousand. Subsequent to initial recognition, the financial liability is measured at amortized cost. The Company measures the liability at the present value of its expected future amounts of the deliveries at each reporting period. The compound embedded derivative is recorded at fair value each reporting period with changes reflected in the consolidated statement of operations. As at 31 December 2023, the fair value of the compound embedded derivative was $773 thousand (Note 23). Interest expense is calculated by applying the effective interest rate of 12.21% to the financial liability. Silver Purchase Agreement On 20 March 2023, the Company entered into the Silver Stream with Osisko. Under the terms of the Silver Stream effective 16 June 2023 (the “Closing Date”), in exchange for an upfront cash deposit of $75,000 thousand (the “Silver Deposit”), the Company is required to deliver to Osisko 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. As of 31 December 2023, the Company has made silver deliveries of $7,749 thousand towards the Silver Stream with Osisko. 18. Loans and borrowings (continued) In addition to the Silver Deposit, the Company will receive ongoing cash payments for refined silver delivered equal to 4% (the “Silver Cash Price”) of the silver price 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 difference between the Silver Market Price and the Silver Cash Price will be credited against the outstanding Silver Deposit. After the Silver Deposit is reduced to $nil, the Company will receive only the Silver Cash Price for each ounce of refined silver delivered. The Silver Stream has been accounted for as a financial liability with an embedded derivative which relates to the embedded silver price within the agreement. On initial recognition, the fair value of the embedded derivative was $ nil , and the gross proceeds of $75,000 thousand were entirely allocated to the financial liability. Subsequent to initial recognition, the financial liability is measured at amortized cost. The Company measures the liability at the present value of its expected future amounts of deliveries at each reporting period. The embedded derivative is recorded at fair value each reporting period with changes reflected in the consolidated statement of operations. As at 31 December 2023, the fair value of the embedded derivative was $3,090 thousand (Note 23). Interest expense is calculated by applying the effective interest rate of 8.57% to the financial liability. Promissory Notes — Related Party On 25 October 2022, MAC issued an unsecured promissory note (“the October 2022 Note”) to the Sponsor, pursuant to which MAC borrowed the maximum of $300 thousand from the Sponsor for transaction costs reasonably related to the consummation of the initial Business Combination. The October 2022 Note bore no interest and all unpaid principal under the October 2022 Note was due and payable in full the earlier of (i) 2 August 2023 and (ii) the consummation of the initial Business Combination. On 21 December 2022, MAC issued an unsecured promissory note (the “December 2022 Note”) to the Sponsor pursuant to which MAC was eligible to borrow up to $1,255 thousand from the Sponsor for transaction costs reasonably related to the consummation of the initial Business Combination. The December 2022 Note bore no interest and all unpaid principal under the December 2022 Note was due and payable in full on the earlier of (i) 2 August 2023 and (ii) the initial Business Combination. During the year ended 31 December 2023, the Company fully repaid the principal under the October 2022 Note and December 2022 Note. Working Capital Loans - Convertible Promissory Note from Related Party To finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the officers and directors of MAC were permitted, but were not obligated to, loan funds (the “Working Capital Loans”). The loans were payable upon the initial Business Combination. Up to $1,500 thousand of such Working Capital Loans were convertible into Private Placement Warrants of the Company at a price of $1.50 of principal per warrant, at the option of the lender. Such warrants were identical to the Private Placement Warrants. There were no Working Capital Loans outstanding as at 31 December 2023, 31 December 2022 and 1 January 2022. 18. Loans and borrowings (continued) On 6 May 2022, MAC entered into a convertible promissory note agreement (the “2022 Sponsor Convertible Note”) with the Sponsor pursuant to which the Sponsor agreed to loan MAC up to an aggregate principal amount of $1,200 thousand. The 2022 Sponsor Convertible Note is non-interest bearing and payable on the earlier of (i) 2 August 2023, or (ii) the date on which the Company consummated the initial Business Combination. Up to $1,200 thousand of the 2022 Sponsor Convertible Note was convertible into warrants at a price of $1.50 of principal per warrant at the option of the Sponsor. The warrants were identical to the Private Placement Warrants; provided, however, that (i) the warrants are not subject to forfeiture in connection with the initial business combination and (ii) the warrants 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 thousand against the 2022 Sponsor Convertible Note. On 24 May 2022, the Sponsor exercised the conversion option and converted the issued and outstanding loan balance of $1,200 thousand under the 2022 Sponsor Convertible Note into 800,000 Private Placement Warrants. The 2022 Sponsor Convertible Note was accounted for as a financial liability with an embedded derivative in relation to the conversion option. On initial recognition, the gross proceeds were first allocated to the embedded derivative in the amount of $8 thousand with the residual amount allocated to the financial liability. Subsequent to initial recognition, the financial liability was measured at amortized cost and the embedded derivative was recorded at fair value through profit or loss. The financial liability and embedded derivative were extinguished on 24 May 2022 upon conversion of the promissory note to Private Placement Warrants. There were no outstanding amounts under the 2022 Sponsor Convertible Note as at 31 December 2023, 31 December 2022 and 1 January 2022. On 9 January 2023, MAC issued an unsecured promissory note (the “2023 Sponsor Convertible Note”) to the Sponsor pursuant to which the Company borrowed $300 thousand from the Sponsor for transaction costs reasonably related to the consummation of the initial Business Combination. All unpaid principal under the 2023 Sponsor Convertible Note was due and payable in full on the earlier of (i) 2 August 2023, and (ii) the initial Business Combination (such earlier date, the “Maturity Date”). Pursuant to the terms of the 2023 Sponsor Convertible Note, the Sponsor had 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 thousand in the aggregate, into warrants to purchase Class A ordinary shares of MAC, 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. Concurrently upon the issuance of the 2023 Sponsor Convertible Note, on 9 January 2023, the Sponsor exercised its option to convert the issued and outstanding loan amount of $300 thousand under the 2023 Sponsor Convertible Note, resulting in the issuance of 200,000 Private Placement Warrants to the Sponsor. There were no outstanding amounts under the 2023 Sponsor Convertible Note as at 31 December 2023, 31 December 2022 and 1 January 2022. 18. Loans and borrowings (continued) (b) Loan covenants Mezzanine Debt Facility and Senior Syndicated Facility Agreement The Mezz Facility and SFA require MAC Australia to maintain at all times: ● Available Cash and Cash Equivalent Investments (as defined in the Mezz Facility and SFA, respectively) of at least $30,000 thousand held by MAC Australia and its subsidiaries; ● A Total Net Debt (as defined in the Mezz Facility and SFA, respectively) to EBITDA ratio: ● On any date during the first calendar year from the date that the initial conditions precedent to the Mezz Facility and SFA, respectively, are satisfied or waived, not more than 3.25 : 1 if no amounts are outstanding under the Copper Stream and not more than 3.5 : 1 if any amounts are outstanding under the Copper Stream; and ● On any date thereafter, not more than 3 : 1 if no amounts are outstanding under the Copper Stream and not more than 3.25 : 1 if any amounts are outstanding under the Copper Stream. The Mezz Facility also requires MAC Australia to maintain at all times a Reserve Tail Ratio projection, being the ratio (expressed as a percentage) of (a) the projected remaining proven and probable copper reserves for the CSA mine as determined in accordance with the JORC Code from the Termination Date to the forecast end of the mine life and (b) the projected remaining proven and probable copper reserves for the CSA mine as determined in accordance with the JORC Code from the date the initial conditions precedent to the Mezz Facility are satisfied or waived to the forecast end of the mine life, greater than 25% . In addition, the SFA requires MAC Australia to maintain at all times: ● a Debt Service Coverage Ratio, being the ratio of Adjusted EBITDA (as defined in the SFA) to Debt Service (as defined in the SFA), not less than 1.2 :1 in respect of any rolling period of 12 consecutive months ending on 31 March, 30 June, 30 September, and 31 December ( “ Relevant Period ” ); ● a Forecast Cash Flow Coverage Ratio, being the ratio of the net present value of Adjusted EBITDA over a five-year forecast (as defined in the SFA) to the aggregate amount outstanding under the Senior Facilities, not less than 1.25 :1; ● Net Debt (as defined in the SFA) to EBITDA in respect of any Relevant Period not more than 2.5 :1; 18. Loans and borrowings (continued) Mezzanine Debt Facility and Senior Syndicated Facility Agreement (continued) ● a Reserve Tail Ratio projection, being the ratio (expressed as a percentage) of (a) the projected remaining proven and probable copper reserves for the CSA mine as determined in accordance with the JORC Code from the Termination Date to the forecast end of the mine life and (b) the projected remaining proven and probable copper reserves for the CSA mine as determined in accordance with the JORC Code from the date the initial conditions precedent to the SFA are satisfied or waived to the forecast end of the mine life, greater than 25% at the Termination Date. The Mezz Facility and SFA also contain customary representations, warranties and event of default provisions. As at 31 December 2023, the Group was in compliance with all covenants. Copper and Silver Purchase Agreements The Copper Stream and Silver Stream require the Group to maintain at all times: ● prior to the date the Uncredited Deposit relating to the Copper Stream and Silver Stream, respectively, is reduced to $ nil , a Reserve Tail Ratio, being the ratio expressed as a percentage of (a) the projected remaining proven and probable copper reserves as from the latest maturity date of any and all Permitted Secured Debt (as defined in the Copper Stream and Silver Stream, respectively) to the forecast end of the mine life and (b) the projected remaining proven and probable copper reserves as from the Closing Date of the Copper Stream and Silver Stream, respectively, to the forecast end of the mine life, greater than 25% at the latest maturity date of any and all Permitted Secured Debt (as defined in the Copper Stream and Silver Stream, respectively); and ● prior to the date the Uncredited Deposit relating to the Copper Stream and Silver Stream, respectively, is reduced to $ nil , aggregate Available Cash and Cash Equivalent Investments (as defined in the Copper Stream and Silver Stream, respectively) held by MAC Australia and its subsidiaries of at least $30,000 thousand . The Copper Stream also requires the Group to maintain at all times a Total Net Debt (as defined in the Copper Stream) to EBITDA ratio not more than 3.5 :1 on any date during the period from the Closing Date of the Copper Stream to the first anniversary date and not more than 3.25 :1 on any date thereafter. In addition, the Silver Stream requires the Group to maintain at all times a Total Net Debt (as defined in the Silver Stream) to EBITDA ratio: ● On any date during the first calendar year from the Closing Date of the Silver Stream, not more than 3.25 :1 if no amounts are outstanding under the Copper Stream and not more than 3.5 :1 if any amounts are outstanding under the Copper Stream; and ● On any date thereafter, not more than 3 :1 if no amounts are outstanding under the Copper Stream and not more than 3.25 :1 if any amounts are outstanding under the Copper Stream. The Copper Stream and Silver Stream also contain customary representations, warranties and event of default provisions. As at 31 December 2023, the Group was in compliance with all financial and non-financial covenants. The obligations of the Group under the Copper Stream and Silver Stream are guaranteed by certain of the Group’s subsidiaries (the “Guarantors”) and secured by the present and after-acquired property of the Group and the Guarantors. |
Provisions
Provisions | 12 Months Ended |
Dec. 31, 2023 | |
Provisions | |
Provisions | 19. Provisions Employee Rehabilitation US$ thousand entitlements costs Other Total 1 January 2023 — — — — Acquired through business combination 12,244 25,346 2,781 40,371 Additions 1,943 — — 1,943 Released — (1,499) — (1,499) Accretion — 1,028 — 1,028 Movements from foreign exchange impact (146) 81 — (65) Net book value 31 December 2023 14,041 24,956 2,781 41,778 Current 13,220 — 53 13,273 Non-current 821 24,956 2,728 28,505 Net book value 31 December 2023 14,041 24,956 2,781 41,778 Employee entitlements As part of the acquisition of CMPL, the Group recognized employee entitlement provisions of $12,244 thousand (Refer Note 26). At 31 December 2023, 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 As part of the acquisition of CMPL, the Group recognized rehabilitation provisions of $25,346 thousand (Refer Note 26). CMPL’s 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. The Group 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, the Group 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 property holding costs expected to be incurred for a period of approximately 10 year after closure. As at 31 December 2023, 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 100% at a discount rate of 1.47% (31 December 2022: $ nil ). The discount rate was not adjusted for the Group’s own credit risk. Other As a part of acquisition of CMPL, the Group recognized other provisions of $2,781 thousand (Refer Note 26). Other provisions comprises provisions for possible ordinary course of business legal disputes and claims. |
Liability for cash-settled shar
Liability for cash-settled share-based payments | 12 Months Ended |
Dec. 31, 2023 | |
Liability for cash-settled share-based payments | |
Liability for cash-settled share-based payments | 20. Liability for cash-settled share-based payments At 31 December 2023, the Group had the following share-based payment arrangements. Description of share-based payment arrangements Deferred stock units On 6 June 2023, the Group established the deferred share unit plan (“DSUP”). The DSUP will expire on the tenth anniversary of its adoption by the Board. The Board will determine the date on which the Deferred Share Units (DSUs) are to be granted. The DSUs shall be fully vested when granted, and will be redeemable (and the value thereof payable) upon the respective participant’s termination date. The settlement of the DSUs may be made in shares, cash or any combination of cash and shares, at the participant’s election. During the period 50,900 DSUs were granted, and outstanding as at 31 December 2023. As the participant has the choice of settlement (either cash or shares), the transaction is accounted for in two components as a compound financial instrument that includes a liability component and an equity component. The fair values of the cash alternative and the equity alternative are identical as the agreements state that on the redemption date, the participant shall receive the market value of the DSUs in shares, cash or any combination thereof. Therefore, on the grant date, the liability component shall equal the fair value of the cash alternative and the equity component shall be equal to nil. Following the grant date, the liability shall be remeasured to fair value at each reporting date until the subsequent settlement date. Any change in the fair value of the DSU liability shall be recognized in profit (loss). DSUs are valued using a Black - Scholes option pricing model with the following terms and assumptions: Measurement date 31 December 2023 Deferred share unit liability Fair value US$12.36 Share price US$12.36 Exercise price Nil Expected share price volatility (1) 50 % Expected remaining life N/A Expected dividends Nil Risk-free interest rate (based on government bonds) 3.88 % (1) Expected share price volatility has been based on an evaluation of the historical share price volatility of the Company’s share price, particularly over the historical period commensurate with the expected term. 20. Liability for cash-settled share-based payments (continued) Performance stock units On 6 June 2023, the Group established performance stock unit arrangements (PSUs) that entitle key management personnel to be granted PSUs that will vest and become exercisable upon achievement of performance conditions over a set performance period. During the period 212,965 PSUs were granted, and outstanding as at 31 December 2023. The settlement of the PSUs may be made in shares, cash or any combination of cash and shares, at the participant’s election. Therefore, as explained above, on the grant date, the liability component shall equal the fair value of the cash alternative and the equity component shall be equal to nil. Following the grant date, the liability shall be remeasured to fair value at each reporting date until the subsequent settlement date. Any change in the fair value of the PSU liability shall be recognized in profit (loss). The fair value of the PSU arrangements have been measured using a Monte Carlo simulation, which uses a correlated simulation to simultaneously calculate MAL’s and the individual peer group companies’ total shareholder return on a risk-neutral basis as at the vesting date, with regard to the remaining performance period. The total shareholder return of MAL is ranked against the total shareholder return of each constituent of the peer group as at the measurement date, and vesting percentage is calculated from the vesting schedule. Given the performance period commences prior to the measurement date, we have accounted for the total shareholder return during the period from the commencement of the performance period to the valuation date for MAL and the constituents of the peer group. Regarding PSUs granted in the year ended 31 December 2023, the number of PSUs that will vest is based on the relative total shareholder return ranking of MAL over the performance period from 1 July 2023 to 30 June 2026, relative to the performance of a peer group of companies. The vesting schedule is outlined below: MAL’s performance relative to the peer group % of PSUs eligible to vest < 25 th Nil > 25 th 50 % > 50 th 100 % > 75 th 175 % > 90 th 225 % PSUs are valued using a Monte Carlo simulation with the following terms and assumptions: Measurement date 31 December 2023 Performance share unit liability Fair value US$20.28 Share price US$12.36 Exercise price Nil Expected share price volatility (1) 50 % Expected remaining life (2) 2.50 years Expected dividends Nil Risk-free interest rate (based on government bonds) 3.88 % (1) Expected share price volatility has been based on an evaluation of the historical share price volatility of the Company’s share price, particularly over the historical period commensurate with the expected term. (2) Expected remaining life of the instruments has been based on remaining performance period. 20. Liability for cash-settled share-based payments (continued) Restricted stock units On 6 June 2023, the Group established restricted stock unit arrangements (RSUs) that entitle key management personnel to be granted RSUs that will vest and become exercisable upon completion of employment over the required service period. During the period 470,603 RSUs were granted, with 15,000 forfeited during the period and 455,603 outstanding as at 31 December 2023. The settlement of the RSUs may be made in shares, cash or any combination of cash and shares, at the participant’s election. Therefore, as explained above, on the grant date, the liability component shall equal the fair value of the cash alternative and the equity component shall be equal to nil. Following the grant date, the liability shall be remeasured to fair value at each reporting date until the subsequent settlement date. Any change in the fair value of the RSU liability shall be recognized in profit (loss). RSU’s granted will vest as follows: RSU length of service following grate date RSUs eligible to vest 12 months 1/3 24 months 1/3 36 months 1/3 RSUs are valued using a Black-Scholes option pricing model with the following terms and assumptions: Measurement date 31 December 2023 Restricted share unit liability Fair value US$12.36 Share price US$12.36 Exercise price Nil Expected share price volatility (1) 50 % Expected remaining life (tranche average) (2) 1.46 years Expected dividends Nil Risk-free interest rate (based on government bonds) 3.88 % (1) Expected share price volatility has been based on an evaluation of the historical share price volatility of the Company’s share price, particularly over the historical period commensurate with the expected term. (2) Expected remaining life of the instruments has been based on the average remaining life of all tranches of RSUs outstanding as at 31 December 2023. 20. Liability for cash-settled share-based payments (continued) Liability details Details of the liabilities outstanding from each of the share-based payment arrangements were as follows: 31 December 31 December 1 January US$ thousand 2023 2022 2022 Total carrying amount of liabilities for DSU 629 — — Total carrying amount of liabilities for PSU 664 — — Total carrying amount of liabilities for RSU 1,900 — — Total intrinsic value of liabilities for vested benefits — — — 3,193 — — Expense recognized in profit or loss The Group incurred $3,315 thousand (2022: $ 224 thousand) of employee benefit expenses related to the cash-settled share-based payment arrangements. |
Other financial liabilities
Other financial liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other financial liabilities. | |
Other financial liabilities | 21. Other financial liabilities 31 December 31 December 1 January US$ thousand 2023 2022 2022 Current Deferred consideration 81,129 — — Contingent royalty liability 5,587 — — Deferred underwriting discount 7,280 9,280 — Deferred liabilities 500 7,239 — Financial liabilities arising from sale and leaseback transaction 193 — — 94,689 16,519 — Non-current Contingent consideration 84,200 — — Contingent royalty liability 38,398 — — Redeemable Class A ordinary shares — 264,477 244,250 Deferred underwriting discount — — 9,280 Financial liabilities arising from sale and leaseback transaction 329 — — 122,927 264,477 253,530 217,616 280,996 253,530 21. Other financial liabilities (continued) Deferred consideration On 16 February 2024, MAC used part of the proceeds from the ASX IPO to repay in full the $82,852 thousand deferred consideration facility to Glencore in connection with the acquisition of the CSA mine (refer to Note 31). Contingent royalty liability As part of the acquisition of CMPL, the Group recognized a contingent royalty liability of $43,130 thousand, measured on a provisional basis (Refer Note 26 and Note 23). Contingent consideration As part of the acquisition of CMPL, the Group recognized contingent consideration of $81,000 thousand, measured on a provisional basis (Refer Note 26 and Note 23). Deferred underwriting discount The underwriter for the 2021 IPO was paid a cash underwriting discount of two percent ( 2% ) of the gross proceeds of the IPO (including the Over-Allotment Units), or $5,303 thousand. Additionally, the underwriter is entitled to a deferred underwriting discount of $7,280 thousand of the gross proceeds of the IPO (including the Over-Allotment Units) following the completion of the Company’s initial Business Combination. The deferred underwriting discount was fully settled in March 2024. Deferred liabilities Legal services agreements Legal services rendered by the Group’s external counsel is accrued on a quarterly basis but were deferred for settlement until the closing of the initial Business Combination. The accrued fees as of 31 December 2023 and 31 December 2022 were $500 thousand and $3,373 thousand, respectively. Upon closing of the transaction, the Company repaid Glencore $5,079 thousand in legal and accounting fees Glencore incurred on the Company’s behalf. Glencore deed of consent and side letter On 22 November 2022, the Company and MAC Australia entered into a Deed of Consent and Covenant (the “Deed of Consent and Covenant”) with Glencore to amend the Share Sale Agreement (the “Amendment”). Pursuant to the Amendment, the Company agreed to assume the costs related to the auditing fees associated with CMPL. The fees were paid by Glencore and reimbursed by the Company to Glencore upon the Closing of the initial Business Combination. The fees were expensed as incurred. The deferred fees payable to Glencore as of 31 December 2023 and 31 December 2022 were $ nil and $2,995 thousand, respectively. Redeemable class A ordinary shares 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, and as such, are classified as financial liabilities. |
Financial instruments and finan
Financial instruments and financial risk management | 12 Months Ended |
Dec. 31, 2023 | |
Financial instruments and financial risk management | |
Financial instruments and financial risk management | 22. Financial instruments and financial risk management Financial risks arising in the normal course of business from the Group’s operations comprise market risk (including commodity price risk, currency risk and interest rate risk), credit risk and liquidity risk. It is the Group’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 Group’s finance and risk professionals monitor, manage and report regularly to senior management and the Board of Directors on the approach and effectiveness in managing financial risks along with the financial exposures facing the Group. The key financial risk factors that arise from the Group’s activities, including the Group’s policies for managing these risks, are outlined below. (a) 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 commodity price risk, currency risk and interest rate risk as follows: Commodity price risk The Group is subject to price risk associated with fluctuations in the market prices for copper and silver. A significant change in commodity prices could have a material effect on the Group’s revenues and financial instruments, including certain derivative instruments and contingent consideration whose values fluctuate with changes in the prices of copper or silver (Note 23). The Group closely monitors trends in the market prices of copper, silver and other metals as part of its routine activities, as these trends could significantly impact future cash flows. For all periods prior to 1 July 2023, the Group has chosen not to enter into any commodity price hedges. As at 31 December 2023, the Group estimates that a 10% increase (decrease) in commodities sold with provisional pricing feature, with all other variables held constant, would result in an increase (decrease) of $1,643 thousand in profit after tax. Currency risk The U.S. dollar is the functional currency of the entities collectively forming the Group. 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 transactions, and purchases in currencies other than the functional currency. The Group’s primary operations are located in Australia, therefore, transactions are predominantly denominated in Australian and U.S. dollars. These transactions are not generally hedged. The Group buys foreign currencies at spot rates to settle local currency operating expenditure and is therefore largely exposed to volatility in exchange rates. The Group’s loans and borrowings are denominated in U.S. dollars. 22. Financial instruments and financial risk management (continued) The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities as at 31 December 2023 are as follows: Australian Local currency thousand Dollar Euro Total As of 31 December 2023 Cash and cash equivalents 1,446 — 1,446 Trade and other receivables 1,786 — 1,786 Trade and other payables (47,232) (31) (47,263) Other financial liabilities — — — Lease liabilities (15,806) — (15,806) Total (59,806) (31) (59,837) As at 31 December 2022 and 1 January 2022, the Group’s exposure to foreign currency risk was immaterial. The following table details the Group’s estimated sensitivity to a 10% increase (decrease) in the U.S. dollar against the relevant foreign currencies as a result of translating the Group’s foreign currency denominated monetary assets and monetary liabilities. 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. A positive number below indicates an increase in profit 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 the balances below would be negative. Year ended 31 December US$ thousand 2023 2022 Australian Dollar Profit or loss 5,981 — Other Profit or loss 3 — Interest rate risk Interest rate risk is the risk that the fair values or future cash flows of the Group’s financial instruments will fluctuate in response to changes in market interest rates. The Group’s exposure to interest rate risk arises from the interest rate effect on its cash and cash equivalents and loans and borrowings. Certain of the Group’s loans and borrowings include a floating interest rate component. As at 31 December 2023, the Group estimates that a 1% increase (decrease) in interest rates, with all other variables held constant, would result in an increase (decrease) of $913 thousand to interest expense. The Group closely monitors its exposure to interest rate risk and has not entered into any contracts to manage this risk. 22. Financial instruments and financial risk management (continued) (b) Credit risk Credit risk arises from the possibility that counterparties may not be able to settle obligations due to the Group within their agreed payment terms. Financial assets which potentially expose the Group to credit risk consist principally of cash and cash equivalents and trade and other receivables. The Group invests only in highly rated investment grade instruments that have maturities of 90 days or less and which are liquid after 30 days or less into a known amount of cash. As part of its cash management process, the Group also regularly monitors the relative credit standing of the institutions with which it invests or maintains available cash. During the normal course of business, the Group provides credit to its customer. Although the receivables resulting from these transactions are not collateralized, the Group has not experienced significant problems with the collection of receivables given the Group’s only customer is Glencore International AG in Switzerland, which represents 100% of trade receivables and total revenue. A significant change in the creditworthiness of Glencore could have a material adverse effect on the Company’s financial position. (c) Liquidity risk Liquidity risk is the risk that the Group 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 Group’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 Group closely monitors and plans for its future capital expenditure well ahead of time. As at 31 December 2023, the Group had available cash amounting to $32,372 thousand (31 December 2022: $42 thousand; 1 January 2022: $955 thousand). 22. Financial instruments and financial risk management (continued) As at 31 December 2023, the maturity profile of the Group’s financial liabilities based on contractual terms is as follows: Undiscounted contractual cash flows Carrying More than US$ thousand amount Within 1 year 1 - 2 years 2 years 31 December 2023 Non-derivative financial liabilities Trade payables and accrued liabilities 89,921 89,921 — — Mezzanine Debt Facility 85,567 24,888 22,592 200,859 Senior Syndicated Facility Agreement 207,916 72,546 53,817 121,542 Copper Purchase Agreement 84,818 6,414 11,281 175,836 Silver Purchase Agreement 70,574 9,255 8,987 102,931 Derivative financial liabilities Commodity swap liability 12,559 4,637 5,606 3,044 551,355 207,661 102,283 604,212 31 December 2022 Non-derivative financial liabilities Trade payables and accrued liabilities 927 927 — — Promissory note – related party 786 786 — — 1,713 1,713 — — |
Fair value measurement
Fair value measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair value measurement | |
Fair value measurement | 23. Fair value measurement The Group has assessed that the fair values of cash and cash equivalents, trade and other receivables, trade and other payables and accrued labilities and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The Group’s marketable securities are fair valued by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The fair value of the Group’s long-term loans and borrowings are determined using Level 2 inputs utilizing contractual cash flows, interest rate curves, swaption volatilities, and the Group's implied credit spread. The fair value of the redeemable Class A ordinary shares was measured at their redemption amount. 23. Fair value measurement (continued) The following table shows the carrying values, fair values and fair value hierarchy of the Group’s financial instruments as at 31 December 2023, 31 December 2022 and 1 January 2022: 31 December 2023 31 December 2022 1 January 2022 US$ thousand Level Carrying value Fair value Carrying value Fair value Carrying value Fair value Financial assets Fair value through profit or loss Cash and cash equivalents 1 32,372 32,372 42 42 955 955 Trade and other receivables 1 33,242 33,242 53 53 — — Investments 1 — — 268,909 268,909 265,156 265,156 Derivative financial assets Silver stream embedded derivative 3 3,090 3,090 — — — — Copper stream embedded derivative 3 911 911 — — — — Total financial assets 69,615 69,615 269,004 269,004 266,111 266,111 Financial liabilities Amortized cost Trade and other payables 89,921 89,921 927 927 604 604 Lease liability 15,806 15,806 — — — — Loans and borrowings 2 448,875 458,987 786 786 — — Other financial liabilities (excluding contingent consideration) 52,287 52,287 280,996 285,428 253,530 274,436 606,889 617,001 282,709 287,141 254,134 275,040 Fair value through profit or loss Other financial liabilities (contingent consideration) Royalty Deed 3 43,985 43,985 — — — — Contingent copper consideration 3 84,200 84,200 — — — — Deferred consideration 2 81,129 81,129 — — — — Derivative financial liabilities Public Warrants 1 15,113 15,113 4,335 4,335 5,174 5,174 Private Warrants 2 11,176 11,176 3,107 3,107 3,266 3,266 Mezz Warrants 3 16,906 16,906 — — — — Mezz Facility embedded derivative 2 42,635 42,635 — — — — Copper stream embedded derivative 3 138 138 — — — — Commodity swap liability 2 12,559 12,559 — — — — 307,841 307,841 7,442 7,442 8,440 8,440 Total financial liabilities 914,730 924,842 290,151 294,583 262,574 283,480 There have been no transfers between the different fair value hierarchy levels in any of the periods presented in the financial statements. 23. Fair value measurement (continued) Derivative instruments The following table shows the fair values of the Group’s derivative financial assets and liabilities as at 31 December 2023, 31 December 2022 and 1 January 2022. 31 December 31 December 1 January US$ thousand Note 2023 2022 2022 Derivative financial assets Current Silver stream embedded derivative (a) 234 — — 234 — — Non-current Silver stream embedded derivative (a) 2,856 — — Copper stream embedded derivative (b) 911 — — 3,767 — — Total derivative financial assets 4,001 — — Derivative financial liabilities Current Warrants (c) — — — Mezz facility embedded derivative (d) 12,473 — — Copper stream embedded derivative (b) 138 — — Commodity swap liability (e) 4,519 — — 17,130 — — Non-current Warrants (c) 43,195 7,443 8,440 Mezz facility embedded derivative (d) 30,162 — — Commodity swap liability (e) 8,040 — — 81,397 7,443 8,440 Total derivative financial liabilities 98,527 7,443 8,440 (a) Silver stream embedded derivative The silver stream is recognized as a financial liability at amortized cost and it contains an embedded derivative in relation to the embedded silver price within the agreement that is measured at fair value through profit or loss each reporting period. The silver stream embedded derivative is valued using a silver future curve simulation valuation model. 23. Fair value measurement (continued) The following key inputs were used for the valuation of the embedded derivative, in addition to estimation of the Group’s anticipated deliveries of silver over the term of the agreement. The significant unobservable input used in the fair value measurement of the embedded derivative pertains to the anticipated silver deliveries. In isolation, a significant increase (decrease) in anticipated silver deliveries would result in a significantly lower (higher) fair value measurement. 31 December 31 December 1 January 2023 2022 2022 Silver spot price (per oz) $ 24.13 — — Own credit spread 8.26 % — — The following table presents the continuity schedule for the silver stream embedded derivative for each of the following years: Year ended 31 December US$ thousand 2023 2022 Balance as of beginning of year — — Initial recognition — — Change in fair value 3,090 — Balance as of end of year 3,090 — (b) Copper stream embedded derivative The copper stream is recognized as a financial liability at amortized cost and it contains a single compound embedded derivative in relation to the embedded copper price within the agreement and the buy-down option (Note 18). The compound embedded derivative is measured at fair value through profit or loss each reporting period. The copper stream embedded derivative is valued using a copper future curve simulation valuation model. The following key inputs were used for the valuation of the compound embedded derivative, in addition to estimation of the Group’s anticipated deliveries of copper over the term of the agreement. The significant unobservable input used in the fair value measurement of the embedded derivative pertains to the anticipated copper deliveries. In isolation, a significant increase (decrease) in anticipated copper deliveries would result in a significantly lower (higher) fair value measurement. 31 December 31 December 1 January 2023 2022 2022 Copper spot price (per ton) $ 8,556 — — Copper price volatility 22.87 % — — Own credit spread 8.94 % — — The following table presents the continuity schedule for the copper stream embedded derivative for each of the following years: Year ended 31 December US$ thousand 2023 2022 Balance as of beginning of year — — Initial recognition 4,430 — Change in fair value (3,657) — Balance as of end of year 773 — 23. Fair value measurement (continued) (c) Warrants Private Placement US$ thousand Public Warrants Warrants Mezz Warrants For the year ended 31 December 2023 Balance as of beginning of year 4,335 3,108 — Promissory note conversion warrants — 103 — Issuance of warrants — — 13,665 Change in fair value 10,778 7,965 3,241 Balance as of end of year 15,113 11,176 16,906 For the year ended 31 December 2022 Balance as of beginning of year 5,174 3,266 — Issuance of warrants — 480 — Change in fair value (839) (638) — Exercise of warrants — — — Balance as of end of year 4,335 3,108 — The Group’s Public Warrants, Private Placement Warrants and Mezz Warrants are classified and accounted for as derivative liabilities at fair value through profit or loss as they did not meet the “fixed for fixed” criteria under IAS 32. ● On 20 September 2021, the Company ’ s Public Warrants began trading on the NYSE. The fair value of the Company ’ s Public Warrants is based on unadjusted quoted prices in an active market (NYSE). As of 31 December 2023, there were 8,838,260 Public Warrants outstanding. ● The Company determined that the closing price of the Public Warrants as at 31 December 2023 was 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. As of 31 December 2023, there were 6,535,304 Private Placement Warrants outstanding. ● During the year ended 31 December 2023, the Company issued 3,187,500 Mezz Warrants to Sprott Private Resource Lending II (Collector-2), LP in accordance with the terms of the Mezz Facility (Note 18). The fair value of the Mezz Warrants is determined using a Monte Carlo simulation model. The initial fair value of the Mezz Warrants recognized on inception was $13,665 thousand. The following assumptions were used for the valuation of the Mezz Warrants. The significant unobservable inputs in the fair value measurement are the expected life of the Mezz Warrants and the expected volatility based on comparable publicly traded companies. Significant increases (decreases) in any of those inputs in isolation would result in a significantly higher (lower) fair value measurement. Generally, a change in the assumption used for the expected volatility is accompanied by a directionally opposite change in the assumption used for the expected life of the Mezz Warrants. 31 December 31 December 1 January 2023 2022 2022 Risk-free rate 4.39 % — — Warrant expected life 4.5 years — — Expected volatility 53.35 % — — Expected dividend yield 0 % — — Share price $ 12.36 — — As of 31 December 2023, there were 3,187,500 Mezz Warrants outstanding. 23. Fair value measurement (continued) (d) Mezz Facility embedded derivative The Mezz Facility is recognized as a financial liability at amortized cost and it contains a single compound embedded derivative in relation to the prepayment option and the interest rate margin referenced to the LME Cash Settlement Price that is measured at fair value through profit or loss at each reporting period. The fair value of the compound embedded derivative was determined using a Monte-Carlo simulation model in relation to the future copper price and incorporation of the Longstaff-Schwartz algorithm to value the prepayment option. The key inputs in the valuation technique include the risk-free rate, copper price volatility, copper price forward curve, and the Company’s credit spread. The following table presents the continuity schedule for the Mezz Facility embedded derivative for each of the following years: Year ended 31 December US$ thousand 2023 2022 Balance as of beginning of year — — Initial recognition 42,698 — Interest payable (8,527) — Change in fair value 8,464 — Balance as of end of year 42,635 — (e ) Commodity swap liability On 15 June 2023, the Company entered into commodity swap agreements with Citibank, Bank of Montreal (“BMO”) and National Bank of Canada (“NBC”) respectively. The underlying commodity of the three commodity swap agreements is Copper, and the purpose of the commodity swaps is to hedge the price risk of the scheduled Copper production. The commodity swap agreements are summarized below: Counterparty Citibank BMO NBC Effective date 1 July 2023 1 July 2023 1 July 2023 Termination date 31 May 2026 30 May 2026 31 May 2026 Total notional quantity (MT) 12,255 12,255 12,255 Fixed price (US$) 8,204.49 8,214.35 8,112.85 Reference price LME cash settlement price for Copper Settlement frequency Monthly Monthly Monthly As the agreements meet the definition of a derivative, each contract is measured at fair value through profit or loss. Contingent and deferred consideration The following table shows the fair values of the Company’s contingent and deferred consideration as at 31 December 2023, 31 December 2022 and 1 January 2022: 31 December 31 December 1 January US$ thousand Note 2023 2022 2022 Royalty deed (a) 43,985 — — Contingent copper consideration (b) 84,200 — — Deferred consideration (c) 81,129 — — 209,314 — — 23. Fair value measurement (continued) (a) Royalty deed In connection with the acquisition of CMPL, the Company entered into a NSR royalty agreement with Glencore pursuant to which after the Closing of the Acquisition, CMPL will pay to Glencore a royalty equal to 1.5% from all NSR from all marketable and metal-bearing copper material produced from the mining tenure held by CMPL at the time of the initial Business Combination (Note 26). The contingent consideration was recognized at fair value on acquisition and at 31 December 2023. The contingent consideration is fair valued using the present value of discounted cash flows based on the expected amounts and timing of the NSR over the expected life of the CSA mine using an effective interest rate of 8 %. The NSR is determined using consensus copper prices less estimated treatment and refining costs under the offtake agreement with Glencore. The discount rate of 8 % takes into consideration the risks in the cash flow forecasts and the cost of debt. A significant increase (decrease) in the discount rate, in isolation, would result in a significant lower (higher) fair value measurement. The following table presents the continuity schedule for the royalty deed for each of the following years: Year ended 31 December US$ thousand 2023 2022 Balance as of beginning of year — — Initial recognition 43,130 — Change in fair value 855 — Balance as of end of year 43,985 — (b) Contingent copper consideration The consideration for the acquisition of CMPL included two contingent cash payments of $75,000 thousand each that are unsecured, fully subordinated and payable if, over the life of the mine, the average daily LME closing copper price is greater than $4.25 /lb for any rolling 18 - month period and $4.50 /lb for any rolling 24 - month period, respectively (Note 26). The contingent consideration was recognized at fair value on acquisition and at 31 December 2023. Given the contingent consideration is subject to the uncertainty of future LME copper prices, a Monte Carlo simulation model is used to determine the fair value. The fair value for each contingent component is the result of the average expected payoff of all simulation iterations discounted to the present value at the risk-free borrowing rate. The change in fair value is dependent on the movement in copper prices and the change in the risk-free borrowing rate. The following key inputs were used for the valuation of the contingent copper consideration. The significant unobservable input in the fair value measurement is the reversion factor. A significant increase (decrease) in the reversion factor, in isolation, would result in a significantly higher (lower) fair value measurement. 23. Fair value measurement (continued) The range of potential outcomes for contingent copper consideration cannot be estimated as this is dependent on future market prices. Contingent copper consideration has been disclosed based on the present value of the maximum payment amount possible. 31 December 31 December 1 January 2023 2022 2022 Long-term copper price $ 3.81 — — Copper spot price $ 3.84 — — Annual price volatility 25.12 % — — Annual inflation rate 1.14 % — — Risk-free rate 4.07 % — — Reversion factor 11.55 % — — The following table presents the continuity schedule for the contingent copper consideration for each of the following years: Year ended 31 December US$ thousand 2023 2022 Balance as of beginning of year — — Initial recognition 81,000 — Change in fair value 3,200 — Balance as of end of year 84,200 — (c) Deferred consideration The consideration for the acquisition of CMPL included a deferred cash payment of $75,000 thousand measured at fair value on the acquisition date and at 31 December 2023. The deferred consideration accrues interest and is fair valued based on the present value of the cash payment which occurred subsequent to year end, as part of the Company’s successful ASX listing (Note 31). |
Capital management
Capital management | 12 Months Ended |
Dec. 31, 2023 | |
Capital management | |
Capital management | 24. Capital management For the purpose of the Group’s capital management, capital includes issued capital and all other equity reserves attributable to the equity holders of the parent. The primary objective is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The board of directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position. The Group’s capital structure is reviewed on an ongoing basis with adjustments made in light of changes in economic conditions, regulatory requirements and business strategies affecting the Group. The Group balances its overall capital structure by considering the costs of capital and the risks associated with each class of capital. In order to maintain or achieve an optimal capital structure, the Group may issue new shares from time to time, repay or obtain new borrowings or adjust the asset portfolio. The Group monitors capital using a ratio of net debt to equity. Net debt is calculated as loans and borrowings, lease liabilities, trade and other payables, derivative financial liabilities and other financial liabilities less cash and cash equivalents. The Group’s net debt to equity ratio at 31 December 2023 and 2022 was as follows. 31 December 31 December US$thousand 2023 2022 Loans and borrowings 448,875 786 Lease liabilities 15,806 — Trade and other payables 89,921 927 Derivative financial liabilities 98,527 7,443 Other financial liabilities 217,616 280,996 Cash (32,372) (42) Net debt 838,373 290,110 Equity 268,027 (19,961) Net debt to equity ratio 3.13 (14.53) |
Share capital, share premium an
Share capital, share premium and other capital reserves | 12 Months Ended |
Dec. 31, 2023 | |
Share capital, share premium and other capital reserves | |
Share capital, share premium and other capital reserves | 25. Share capital , share premium and other capital reserves The total number of authorized shares at 31 December 2023 is 220,000,000 ordinary shares with a par value of $0.0001 per share (as at 31 December 2022: 100 million ordinary shares), and 25,000,000 preference shares with a par value of $0.0001 each. As at 31 December 2023 50,236,544 ordinary shares of $0.0001 are issued and fully paid. Movements in share capital during the period are reconciled below. Ordinary Shares Other US$ thousand (except for number of shares) Number of shares Share capital Share premium capital reserves Balance as of 1 January 2022 (a) 6,628,695 1 24 — Issued during the year — — — 945 Balance as of 31 December 2022 (a) 6,628,695 1 24 945 Issued during the year: Contribution of conversion price in excess of fair value of warrants — — — 198 Amount in excess of the face value over the present value on related promissory note — — — 69 PIPE – Osisko (b) 1,500,000 — 15,000 — Backstop Facility – Osisko (c) 2,500,000 — 25,000 — PIPE – Sprott (d) 1,500,000 — 15,000 — PIPE A and PIPE B (e) 18,451,747 2 184,515 — PIPE – BlackRock (f) 4,500,000 1 44,999 — PIPE – October 2023 (j) 1,827,096 — 20,098 — Public shareholders – non-redemption (g) 3,329,006 — 34,431 — Glencore rollover shares (h) 10,000,000 1 99,999 — Gross proceeds from issuance of shares 43,607,849 4 439,042 267 Less: Share issuance cost (i) — — (6,771) — Balance as of 31 December 2023 50,236,544 5 432,295 1,212 25. Share capital (continued) (a) Class B Ordinary Shares The Company is authorized to issue a total of 20,000,000 Common Shares at par value of $0.0001 each. In March 2021, MAC issued 7,187,500 Class B ordinary shares, par value $0.0001 per share, of which 937,500 were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised. On 3 September 2021, with the partial exercise of the over-allotment option, the Sponsor forfeited 558,805 of the Class B ordinary shares. Accordingly, as of 31 December 2022 and 1 January 2022, MAC had issued 6,628,695 Class B ordinary shares to its Sponsor for $25 thousand, or approximately $0.004 per share (the “Founder Shares”). The Sponsor sold 1,272,500 Founder Shares to the certain qualified institutional buyers or institutional accredited investors who were unaffiliated with the management team (“Anchor Investors”) at the same price the Sponsor purchased the Founder Shares from the Company (approximately $0.003 per share) (the “Anchor Investment”). The Founder Shares were designated as Class B ordinary shares and were automatically converted 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 equaled, in the aggregate, on an as-converted basis, 20% of the sum of 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 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 management team or any of their affiliates upon conversion of working capital loans. In no event did the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one -to-one. Prior to the Closing of the initial Business Combination, GMM was the record holder of the shares reported herein, and certain of MAC’s officers and directors and Anchor Investors held Class B units in GMM, which entitled them to an equivalent number of the Company’s ordinary shares on distribution, which took effect on 5 July 2023. The Sponsor also transferred 985,000 Founder Shares to the Cornerstone Investors (certain qualified institutional buyers or institutional accredited investors who are unaffiliated with the management team). In connection with the Merger of MAC and MAL, each issued and outstanding Class B ordinary share of MAC was converted into one ordinary share of MAL. The ordinary share issued in the name of GMM, was redeemed automatically for $ nil consideration. (b) PIPE – Osisko On 20 March 2023, the Company entered into a subscription agreement (the “Silver Stream Subscription Agreement”) with Osisko pursuant to which Osisko purchased 1,500,000 Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of $15,000 thousand. (c) Backstop Facility – Osisko On 20 March 2023, the Company entered into a subscription agreement (the “Copper Stream Subscription Agreement”) with Osisko pursuant to which Osisko purchased 2,500,000 Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of $25,000 thousand. 25. Share capital (continued) (d) PIPE – Sprott In connection with the Mezz Facility (Note 18), the Company entered into a subscription agreement with Sprott Private Resource Lending II LP (Sprott) pursuant to which Sprott purchased 1,500,000 ordinary shares at a purchase price of $10.00 per share and an aggregate purchase price of $15,000 thousand. (e) PIPE A and PIPE B The Company obtained financing of $53,328 thousand from certain PIPE Investors (PIPE A) and $131,189 thousand from certain PIPE Investors, Directors and Officers of MAC (PIPE B). The total amount of funding obtained was $184,517 thousand for 18,451,747 shares ( $10.00 /share). (f) PIPE – Blackrock BlackRock Funds were issued 4,500,000 ordinary shares in connection with the PIPE Financing at $10.00 per share (plus 315,000 Founder Shares which Black Rock transferred in connection therewith) for a total of $45,000 thousand. (g) Class A ordinary shares issued to public shareholders (non-redemption) The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.001 each, for a total of 220,000,000 ordinary shares (including those converted from Class B). On 16 June 2023, the Company acquired 100% of the outstanding equity of CMPL (Note 26). Upon Closing of the sale, 23,185,774 Class A ordinary shares were redeemed at the price of $10.34 per share. The remaining 3,329,006 non-redeeming Class A ordinary shares were converted from MAC Class A ordinary shares to the Company’s ordinary shares upon Closing at $10.00 per share plus interest ( $34,431 thousand total worth). At 31 December 2022 and 1 January 2022, there were no Class A ordinary shares issued or outstanding, excluding 26,514,780 shares subject to possible redemption reflected as other financial liabilities. (h) Glencore rollover shares On 16 June 2023, as part of the CMPL acquisition, 10,000,000 newly issued MAL ordinary shares were issued at the redemption share price of $10 per share ( $100,000 thousand total worth) to Glencore, and included in purchase acquisition (Note 26). (i) Share issuance costs Share issuance costs related to the equity raised as part of the CMPL acquisition and subsequent October equity raise amounted to $5,763 thousand and $1,008 thousand respectively and are deducted from equity. (j) PIPE – October 2023 On October 13, 2023, MAL issued 1,827,096 Ordinary Shares to investors, at a price of $11.00 per share, for aggregate gross proceeds of approximately $20,098 thousand. Preference Shares The Company is authorized to issue a total of 25,000,000 preference shares at par value of $0.0001 each. As at 31 December 2023, 31 December 2022, and 1 January 2022, there were no preference shares issued or outstanding . |
Acquisition of subsidiary
Acquisition of subsidiary | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition of subsidiary | |
Acquisition of subsidiary | 26. Acquisition of subsidiary On 16 June 2023 (the “Business Combination Date”), the Company, through its wholly owned subsidiary, Metals Acquisition Corp (Australia) Pty Ltd, acquired 100% shares and voting interest in CMPL from Glencore for total consideration of $1,069,646 thousand. CMPL operates and owns the CSA mine, a copper concentrate mine located near the town of Cobar in western New South Wales, Australia. The Business Combination was accounted for by the Company as a business combination under IFRS 3 Business Combinations (IFRS 3) using the acquisition method whereby the assets acquired and the liabilities assumed were recorded at fair value at the acquisition date. A purchase price allocation assessment was made of the fair values of the acquired assets and the liabilities assumed on the Business Combination Date. The Company is still in the process of evaluating the inputs and assumptions utilized in developing the fair value estimates at the date of acquisition, and as such, the purchase price accounting is provisional as at 31 December 2023. The Company has 12 months from the acquisition date to finalize the accounting and any measurement period adjustments. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period about facts and circumstances that existed at the acquisition date. The following table summarizes the consideration payable as part of the purchase price: US$ thousand Note 16 June 2023 Purchase Consideration Cash consideration 775,000 Less: working capital and other adjustments (4,484) Cash consideration on Closing 770,516 Royalty deed 23 43,130 Deferred consideration 23 75,000 Contingent copper consideration 23 81,000 Glencore rollover shares 25 100,000 Total 1,069,646 On 2 June 2023, the parties agreed that, to the extent CMPL’s Security Bond Liability increased beyond the amount applicable as at the date of the Share Sale Amendment, Glencore agreed that it, or its related bodies corporate, would procure bank guarantees or securities provided to the State on behalf of the Company at Glencore’s cost for the portion of such Security Bond Liability that exceeded the current Security Bond Liability during the period on and from completion of the initial Business Combination until the earlier of (i) the refinancing of MAL’s senior facilities (as that term is defined herein) or the date that the senior facilities are repaid or cancelled in full. Glencore also agreed to maintain its current Security Bond cover in place for an interim period post closing of the Business Combination, of up to 90 days, at which time MAL will replace the Security Bond (to the extent it doesn’t exceed current Security Bond Liability). If MAL is unable to replace the Security Bond within the interim period a re-balancing regime has been agreed to reflect the commercial positions outlined in this paragraph (namely, that MAL will meet the obligations and responsibility for the current Security Bond Liability) (Refer Note 30). 26. Acquisition of subsidiary (continued) The deferred consideration of $75,000 thousand consists of deferred cash payment on the following terms: (i) payable upon the Company’s listing on the ASX or undertaking any alternative equity raise (up to 50% of the net proceeds from the raise, capped at $75,000 thousand); (ii) the unpaid balance of the $75,000 thousand will accrue interest at a rate equivalent to what the Company pays on the Mezz Facility (Note 18), set at 3-month SOFR plus a variable margin of 8% to 12% (which will be determined by reference to prevailing copper prices); and (iii) any residual (up to the $75,000 thousand plus applicable interest) not paid in cash by the date that is twelve (12) months after the Closing will be settled on the next business day through the issuance of additional Ordinary Shares at a 30% discount to the 20 - trading day VWAP before the issuance (the “Equity Conversion Date”). If the Company is listed on more than one exchange, the VWAP will be calculated by reference to the exchange with the largest volume (US$ equivalent) over the 20 - trading day period before the Equity Conversion Date. If the 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 Company Ordinary Shares, noting that such right only delays the date for the issuance of the Ordinary Shares, which amount of New MAC Ordinary Shares will be set on the Equity Conversion Date. The deferred consideration is recognized as contingent consideration as a part of other financial liabilities. The copper contingent consideration is $150,000 thousand in cash structured as two contingent payments of $75,000 thousand each, the First Contingent Copper Payment and Second Contingent Copper Payment, that are unsecured, fully subordinated and payable if, and only if, over the life of the mine, the average daily LME closing price is greater than (i) $4.25 /lb ( $9,370 /mt) for any rolling 18 - month period (commencing at Closing), and (ii) $4.50 /lb ( $9,920 /mt) for any rolling 24 - month period (commencing at Closing). The contingent payments are measured at fair value estimated at $81,000 thousand based on the output from a commodity price simulation model and recognized as contingent consideration as a part of other financial liabilities. The NSR contingent consideration requires CMPL to pay to Glencore a royalty equal to 1.5% from all NSR from all marketable and metal-bearing copper material produced from the mining tenure held by CMPL at the time of the Business Combination. The contingent consideration was recognized at fair value on acquisition in the amount of $43,130 thousand. The contingent consideration is valued using the present value of discounted cash flows based on the timing of the NSR over the expected life of the CSA mine using an effective interest rate of 8% . The NSR is determined using consensus copper prices less estimated treatment and refining costs under the offtake agreement with Glencore. The change in value of the contingent consideration after the Business Combination Date had a change in fair value impact of $3,200 thousand on the Group’s consolidated financial statements at 31 December 2023. The following table sets out the preliminary allocation of recognized amounts of assets acquired and liabilities assumed at the Business Combination Date: US$ thousand 16 June 2023 Trade and other receivables 1,641 Inventories 32,893 Property, plant and equipment 1,216,263 Exploration and evaluation 17,918 Other assets 1,404 Trade and other payables (23,569) Lease liabilities (504) Provisions (40,371) Deferred tax liabilities (136,029) Total net identifiable assets acquired 1,069,646 The fair value of the property, plant and equipment which includes mineral properties was determined with the assistance of an independent third party who completed a valuation of the CSA mining operations, including the mining concessions, using a discounted cash flow model. The model takes into account forecasted production and sales, which is derived from estimates of production units including proven and probable reserves and measured, indicated and inferred resources. 26. Acquisition of subsidiary (continued) The fair value of the inventories was determined with the assistance of an independent third party. The historical net book value for supplies and consumables on hand is an appropriate proxy for fair value. Finished inventories have been valued by starting at the assumed copper price at the time of expected sale, deducting all remaining costs required to produce and sell these inventories and allowing for appropriate margin and estimated costs to complete. Trade receivables comprise gross contractual amounts due of $1,641 thousand. None of the trade receivables balance was expected to be uncollectable at the date of acquisition. Transaction costs of $12,217 thousand were incurred directly related to the completion of the Business Combination and were expensed as a part of administrative expenses. These costs were mainly composed of legal, banking, and other professional fees for the issuance of debt and equity to finance the Business Combination. For the year ended 31 December 2023, CMPL recognized revenue of $158,999 thousand compromising of $153,530 thousand in copper sales and $5,469 thousand in silver sales as part of the Offtake Agreement with Glencore, and contributed a net profit of $18,259 thousand to the Group’s results from the Business Combination Date to 31 December 2023. If the Business Combination had occurred on 1 January 2023, management estimates that consolidated revenue would have been $300,954 thousand and consolidated net loss for the year ended on 31 December 2023 would have been $145,513 thousand. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the Business Combination Date would have been the same if the Business Combination had occurred on 1 January 2023. Following the Business Combination, CMPL entered into an offtake agreement with Glencore as documented in the Offtake Contract which is a transaction that has been recognized separately from the business acquisition (Note 28). |
List of subsidiaries
List of subsidiaries | 12 Months Ended |
Dec. 31, 2023 | |
List of subsidiaries | |
List of subsidiaries | 27. List of subsidiaries Equity holding (in %) Country of 31 December 31 December 1 January Name of entities incorporation 2023 2022 2022 Metals Acquisition Corp. (Australia) Pty Ltd (1) Australia 100 100 — MAC AU 1 Pty Ltd (2) Australia 100 — — MAC AU 2 Pty Ltd (2) Australia 100 — — MAC AU 3 Pty Ltd (2) Australia 100 — — MAC AU 4 Pty Ltd (2) Australia 100 — — Cobar Management Pty Limited (3) Australia 100 — — (1) Incorporated on 4 March 2022. (2) Incorporated on 7 February 2023. (3) Acquired on 16 June 2023. |
Related party disclosures
Related party disclosures | 12 Months Ended |
Dec. 31, 2023 | |
Related party disclosures | |
Related party disclosures | 28. Related party disclosures Related party transactions note not described elsewhere in these notes to the financial statements (see Note 18) are as follows: Key management personnel compensation Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include executive members of the Company’s board of directors, certain members of the executive committee and non - executive directors. For the period ended 31 December 2023 and 2022, key management personnel compensation comprised the following. 28. Related party disclosures (continued) Year ended 31 December US$ thousand 2023 2022 Short-term employee benefits 2,034 — Post-employment benefits 27 — Other long-term benefits — — Termination benefits — — Share-based payments 3,332 224 Total 5,393 224 Executive officers also participate in the Group’s share-based payments arrangement (see Note 20). Related party transactions (a) Share subscriptions and private placements On 14 April 2023, MAC, MAL 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 Company (the “Subscribed Shares”) at a purchase price of $10.00 per share, for an aggregate purchase price of $113,625 thousand in a private placement or placements (the “Private Placements”) which consummated immediately prior the consummation of the initial 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 thousand. Katherine Crouse, spouse of Marthinus J. Crouse, former Chief Financial Officer of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $250 thousand. Patrice Ellen Merrin, director of the Company, has entered into a Subscription Agreement with an aggregate purchase price of $50 thousand. ● In connection with the Subscription Agreements, GMM 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. (b) Related party promissory note On 31 March 2023, MAC issued an unsecured non-convertible promissory note (the “March 2023 Note”) to the Sponsor pursuant to which MAC may borrow up to $340 thousand from the Sponsor for transaction costs reasonably related to the consummation of the initial Business Combination. The March 2023 Note bears no interest and all unpaid principal under the Note was due and payable in full up the earlier of (i) 2 August 2023 and (ii) the acquisition of the CSA mine in the initial business combination. As of 31 December 2023, there was no amount outstanding under the March 2023 Note. 28. Related party disclosures (continued) (c) Sponsor transfer consideration On 16 June 2023, MAL paid $800 thousand to the Sponsor (relating to the transfer of Sponsor economics for the corporate benefit of MAL) where the Sponsor transferred 83,333 Founder Shares to BEP Special Situations VI LLC in connection with BEP Special Situations VI LLC agreeing to subscribe for 2,000,000 Ordinary Shares in the Initial PIPE Financing at $10.00 per share. The $800 thousand paid to the Sponsor is recognized as acquisition costs within administrative expenses. (d) Transactions with Glencore As part of the acquisition of CMPL from Glencore on 16 June 2023, Glencore received consideration of 10,000,000 newly issued New MAC ordinary shares issued at the redemption share price of $10 per share ( $100,000 thousand worth). As a result, Glencore has a significant influence interest in the Company and is considered a related party in accordance with IAS 24 Related Party Disclosures. Royalty Deed Concurrently with closing of the Business Combination, a Royalty Deed between the Company, Glencore, and CMPL became effective, pursuant to which CMPL is required, on a quarterly basis, to pay to Glencore a royalty equal to 1.5% of Net Smelter Returns and grant security interests created as a result of the Royalty Deed. Net Smelter Returns are equal to the gross revenue minus permitted deductions for all marketable and metal-bearing copper material, in whatever form or state, that is mined, produced, extracted or otherwise recovered from the Royalty Area. Glencore has the right to transfer its interest in the Royalty Deed (subject to limited restrictions, and subject to a right of last refusal granted to CMPL) and the security created as a result of the Royalty Deed. For the year ended 31 December 2023, the Company has paid $ 1,067 thousand in royalty, recognized as a selling and distribution expense. Offtake Agreement Concurrently with the closing of the Business Combination, the Company entered into a new Offtake Agreement with Glencore International AG (“GIAG”), the Switzerland - based parent entity of Glencore, to replace the existing offtake agreement. The Offtake Agreement is a LOM obligation, pursuant to which the Company is committed to selling all material to Glencore, and GIAG is committed to buying all Material. For the year ended 31 December 2023, the Group has recognized $153,530 thousand of copper sales and $5,469 thousand of silver sales for a total of $158,999 thousand in revenue (net of tolling, refining and freight charges) from the offtake agreement, with a corresponding trade receivable balance recognized. Transitional Service Agreement MAL, CMPL and Glencore Australia Holdings Pty Ltd (“GAH”) are parties to a transitional services agreement under which GAH has agreed to provide the benefit of certain transitional services and group contract on-supply for a period post-closing in order to assist CMPL to transition and operate the business on a standalone basis. GAH is paid a service fee in exchange for the performance of those services in accordance with the terms of the transitional services agreement. For the year ended 31 December 2023, the Company incurred $ 920 thousand under the transitional service agreement, recognized as an administrative expense. Fuel Supply arrangements for CMPL with Glencore Australia Oil Pty Ltd. Glencore Australia Oil Pty Ltd (“Glencore Oil”) and CMPL are parties to a Bulk Fuel Supply Agreement dated 1 July 2022. Under the agreement Glencore Oil supplies ultra low sulfur diesel to CMPL. The agreement is governed by the laws of New South Wales and contains customary terms and conditions, including in relation to, (i) ordering and delivery, (ii) forecast usage, (iii) delivery, (iv) passage of tile, (v) quality and quantity, (vi) payment terms. For the year ended 31 December 2023, the Group has incurred $2,450 thousand under the agreement, recognized as a cost of goods sold. 28. Related party disclosures (continued) Working Capital Loan Pursuant to the terms of the Share Sale Agreement between MAL, MAC Australia (as “Buyer”) and Glencore Operations Australia (as “Seller”) dated 17 March 2022 (the “SSA”), as amended, the purchase price payable for acquisition of CMPL would be adjusted to account for CMPL’s net debt, working capital and tax debts in accordance with consideration adjustment mechanisms common for acquisitions of this nature. In connection with this consideration adjustment mechanism, the ‘Estimated Purchase Price’ payable by the Buyer to the Seller on completion of the SSA (which occurred 16 June 2023) would be reduced by an amount of $15,000 thousand and then the ‘Final Adjustment Amount’ payable by the Buyer to the Seller following preparation and agreement of necessary completion accounts would be increased by the same $15,000 thousand. The effect of this consideration payment adjustment mechanism was to retain $15,000 thousand within CMPL as an interest-free, working capital loan, utilized by the business immediately following completion of the SSA and repaid by the Buyer upon finalization of all consideration payments in which as at the date of these accounts has not yet occurred. Rehabilitation Bond Amendments MAL, MAC Australia and Glencore Operations Australia have entered into various contractual arrangements relating to performance guarantees Glencore Operations Australia has provided the state of New South Wales regarding the equivalent to the estimated total amount required to fulfil any rehabilitation costs associated with CMPL mining activities. Glencore Operations Australia is subject to contractual commitments whereby it has agreed to provide the performance guarantees for up to AU $44,031 thousand until the earlier of MAL refinancing its senior debt and 16 June 2024. Whilst Glencore Operations Australia will provide the performance guarantees, MAL and MAC Australia will assume all liability if the guarantees are called on and will pay Glencore Operations Australia interest at a rate of 2.75% per annum on the amounts guaranteed by Glencore Operations Australia. For the year ended 31 December 2023 the total interest paid or accrued was $317 thousand, recognized as an administrative expense. |
First time adoption of IFRS
First time adoption of IFRS | 12 Months Ended |
Dec. 31, 2023 | |
First time adoption of IFRS | |
First time adoption of IFRS | 29. First time adoption of IFRS These consolidated financial statements as at and for the year ended 31 December 2023 are the first annual financial statements the Group has prepared in accordance with IFRS. For periods up to and including the year ended 31 December 2022, the Group prepared its consolidated financial statements in accordance with accounting principles generally accepted in the United States (“US GAAP”). Accordingly, the Group has prepared consolidated financial statements that comply with IFRS applicable as at and for the year ended on 31 December 2023, together with the comparative period data as at and for the year ended on 31 December 2022. In preparing the consolidated financial statements, the Group’s opening statement of financial position was prepared as at 1 January 2022, the Group’s date of transition to IFRS. This note explains the principal adjustments made by the Group in restating its US GAAP financial statements. Explanations of how the transition from US GAAP to IFRS has affected the Group’s consolidated statement of financial position and its net loss are set out in the following reconciliations and the notes that accompany them. 29. First time adoption of IFRS (continued) The Group has followed the guidance in IFRS 1 First-time adoption of IFRS (IFRS 1), in preparing its transitional statements. The Group has applied the following mandatory exceptions in its first IFRS financial statements: Exemptions that are mandated by IFRS 1 Estimates In accordance with IFRS 1, an entity’s estimates under IFRS at the date of transition to IFRS must be consistent with estimates made for the same date under previous GAAP unless there is objective evidence that those estimates were made in error. The estimates previously made by the Group under US GAAP were not revised for application of IFRS except where necessary to reflect any differences in accounting policies. The Group has not elected to apply any voluntary exemptions under IFRS 1 or has determined that they do not apply to the Group. 29. First time adoption of IFRS (continued) Reconciliation of consolidated statement of financial position as at 1 January 2022 (date of transition to IFRS) Effect of transition to US$ thousand Notes US GAAP IFRS IFRS* Assets Current assets Cash and cash equivalents 955 — 955 Prepayments and other current assets 340 — 340 Total current assets 1,295 — 1,295 Non-current assets Investments 265,156 — 265,156 Prepayments and other non-current assets 187 — 187 Total non-current assets 265,343 — 265,343 Total assets 266,638 — 266,638 Liabilities Current liabilities Trade and other payables 604 — 604 Total current liabilities 604 — 604 Non-current liabilities Derivative financial liability 8,440 — 8,440 Other financial liabilities (A), (B) — 253,530 253,530 Deferred underwriting discount 9,280 (9,280) — Total non-current liabilities 17,720 244,250 261,970 Total liabilities 18,324 244,250 262,574 Net assets/(deficit) 248,314 (244,250) 4,064 Class A ordinary shares subject to possible redemption, 26,514,780 shares at redemption value of $10.00 per share as of 31 December 2021 (A), (B) 265,148 (265,148) — Equity Ordinary shares 1 — 1 Additional paid-in capital (A), (B) — 24 24 (Accumulated deficit)/retained earnings (A), (B) (16,835) 20,874 4,039 Total equity (16,834) 20,898 4,064 Total liabilities, class A ordinary shares subject to possible redemption, and equity 266,638 — 266,638 29. First time adoption of IFRS (continued) Reconciliation of statement of financial position as at 31 December 2022 Effect of transition to US$ thousand Notes US GAAP IFRS IFRS* Assets Current assets Cash and cash equivalents 42 — 42 Trade and other receivables 53 — 53 Prepayments and other current assets 201 — 201 Total current assets 296 — 296 Non-current assets Investments 268,909 — 268,909 Prepayments and other non-current assets 986 — 986 Total non-current assets 269,895 — 269,895 Total assets 270,191 — 270,191 Liabilities Current liabilities Trade and other payables 927 — 927 Loans and borrowings 786 — 786 Other financial liabilities — 16,519 16,519 Deferred liabilities 7,239 (7,239) — Deferred underwriting discount 9,280 (9,280) — Total current liabilities 18,232 — 18,232 Non-current liabilities Derivative financial liability 7,443 — 7,443 Other financial liabilities (A), (B) — 264,477 264,477 Total non-current liabilities 7,443 264,477 271,920 Total liabilities 25,675 264,477 290,152 Net assets/(deficit) 244,516 (264,477) (19,961) Class A ordinary shares subject to possible redemption, 26,514,780 shares at redemption value of $10.14 per share as of 31 December 2022 (A), (B) 268,909 (268,909) — Equity Ordinary shares 1 — 1 Additional paid-in capital (A), (B) — 969 969 Accumulated deficit (A), (B) (24,394) 3,463 (20,931) Total equity (24,393) 4,432 (19,961) Total liabilities, class A ordinary shares subject to possible redemption, and equity 270,191 — 270,191 29. First time adoption of IFRS (continued) Reconciliation of net (loss) income for the year ended 31 December 2022 Effect of transition to US$ thousand Notes US GAAP IFRS IFRS* Administrative expenses — (9,973) (9,973) Operating and formation costs (2,117) 2,117 — Acquisition costs (7,625) 7,625 — Stock compensation expense (224) 224 — Loss from operations (9,966) (7) (9,973) Finance income 3,753 — 3,753 Finance costs (A), (B) — (20,234) (20,234) Net change in fair value of financial instruments — 1,484 1,484 Change in fair value of warrants 1,477 (1,477) — Change in fair value of conversion option 7 (7) — Amortization of discount on convertible promissory note (8) 8 — Bank fee (5) 5 — Net finance costs 5,224 (20,221) (14,997) Net loss (4,742) (20,228) (24,970) * Where necessary, comparative information presented under US GAAP has been reclassified or re-presented to achieve consistency in disclosures with the current period amounts and other disclosures under IFRS. Notes to the reconciliations (a) Redeemable Class A ordinary shares Under US GAAP, the Class A ordinary shares subject to redemption were recorded at redemption value and classified as temporary equity on the consolidated statement of financial position. The change in the redemption value of the ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. Upon transition to IFRS, the redeemable ordinary shares are classified as financial liabilities on the statement of financial position. At the date of the Offering, an aggregate discount of $28,832 thousand is recorded to the $265,148 thousand of gross proceeds from the Offering, consisting of the fair value of the Public Warrants in the amount of $14,053 thousand and offering costs associated with the Class A ordinary shares in the amount of $14,779 thousand. The redeemable ordinary shares are subsequently measured on an amortized cost basis and the discount is amortized over 24 months using the effective interest rate method. For the year ended 31 December 2023 and year ended 31 December 2022, the Company recorded $7,762 thousand and $20,234 thousand of interest expense in connection with the redeemable ordinary shares, respectively. (b) Founder shares Under US GAAP, the founder shares purchased by the Anchor Investors were recorded at fair value as a capital contribution by the Sponsor with a corresponding reduction in the proceeds from the Offering representing offering costs. Upon transition to IFRS, the founder shares are recorded at their purchase price, net of issuance costs, and are excluded from the aggregate offering costs. (c) Cash flows The reconciling items between US GAAP and IFRS have no significant effect on the cash flows generated. Therefore, a reconciliation of the consolidated statement of cash flows has not been presented. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and contingencies | |
Commitments and contingencies | 30. 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 the A&R Registration Rights Agreement so long as such demand includes a number of registrable securities with a total offering price in excess of $50,000 thousand. The holders of these securities are entitled to make up to three demands in any 12-month period, 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 subsequent to the completion of the CMPL acquisition. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Rehabilitation Bond Amendments MAL, MAC Australia and Glencore Operations Australia have entered into various contractual arrangements relating to performance guarantees Glencore Operations Australia has provided the state of New South Wales regarding the equivalent to the estimated total amount required to fulfil any rehabilitation costs associated with CMPL mining activities. These are in the ordinary course of business. As at 31 December 2023 the total value of the guarantees was AU $44,683 thousand (2022: $ nil ). Glencore Operations Australia is subject to a contractual commitments whereby it has agreed to provide the performance guarantees for up to AU $44,031 thousand until the earlier of MAL refinancing its senior debt and 16 June 2024. Whilst Glencore Operations Australia will provide the performance guarantees, MAL and MAC Australia will assume all liability if the guarantees are called on and will pay Glencore Operations Australia interest at a rate of 2.75% per annum on the amounts guaranteed by Glencore Operations Australia. 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 31 December 2023 $1,415 thousand all of which relates to expenditure to be incurred over the next year (31 December 2022 and 1 January 2022: $ nil ) was contractually committed for the acquisition of plant and equipment. This capital expenditure primarily relates to vehicles. Environmental contingencies The Group’s operations are subject to various environmental laws and regulations. The Group is in material compliance with those laws and regulations. The Group 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 Group 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 Group’s income, financial position or cash flow. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent events | |
Subsequent events | 31. Subsequent events IPO On 3 February 2024, MAC lodged its Prospectus to undertake its IPO in Australia. On 9 February 2024, MAC announced that its IPO received strong demand from new investors and existing institutional shareholders. The Company determined that the proceeds to be raised was A $325 million (US $214 million). On the 16 February 2024, MAC was admitted to the Official List of ASX, and the securities of MAC commenced quotation Tuesday, 20 February 2024. On the 20 February 2024, MAC confirmed completion of its IPO in Australia of CHESS Depository Interests, the Company commenced trading on ASX under the ticker ‘MAC’. Repayment of the CSA Purchase Deferred Settlement On 16 February 2024, MAC used part of the proceeds from the ASX IPO to repay in full the US $82.9 million (A $127 million) deferred consideration facility (refer to Note 21) to Glencore in connection with the US $1.1 billion (A $1.64 billion) acquisition of CSA mine (refer to Note 26). Other than the matters mentioned above, there have been no events subsequent to balance sheet date which would have a material effect on the Group’s consolidated financial statements at 31 December 2023. |
Material accounting policy in_2
Material accounting policy information (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Material accounting policy information | |
Basis of consolidation | 3.1 Basis of consolidation (a) Business combinations The Group accounts for business combinations under the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group (Note 26). In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The excess of the consideration transferred over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognized directly in profit or loss as a bargain purchase. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is recorded as a liability and remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in consolidated profit or loss. (b) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in these consolidated financial statements from the date on which control commences until the date on which control ceases. 3. Material accounting policy information (continued) (c) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. |
Foreign currency transactions | 3.2 Foreign currency transactions Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in consolidated profit or loss and presented within finance income or finance costs. |
Revenue recognition | 3.3 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 Financial Instruments (“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. 3. Material accounting policy information (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. |
Finance income and finance costs | 3.4 Finance income and finance costs The Group’s finance income and finance costs include: ● interest income; ● interest expense; ● the foreign currency gains and losses; ● unwinding of discount on rehabilitation provision; ● amortization of discount on convertible promissory notes; ● the net gain or loss on financial instruments at fair value through profit and loss ( “ FVTPL ” ); ● the fair value gain or loss on derivative financial instruments; and ● the fair value loss on contingent consideration classified as a financial liability. Interest income or expense is recognized under the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to: ● the gross carrying amount of the financial asset; or ● the amortized cost of the financial liability. In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. |
Income tax | 3.5 Income tax Income tax expense comprises current and deferred tax. It is recognized in consolidated profit or loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income (“OCI”). Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12 Income Taxes (“IAS 12”). 3. Material accounting policy information (continued) The Group has determined that the global minimum top-up tax — which it is required to pay under Pillar Two legislation — is an income tax in the scope of IAS 12. The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax when it is incurred. (a) 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. Current tax assets and liabilities are offset only if certain criteria are met. The Group 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 Group records its best estimate of these tax liabilities, including related interest charges, taking into account the range of possible outcomes. (b) 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. Deferred tax assets and liabilities are not recognized for: ● temporary differences on the initial recognition of assets and liabilities in a transaction that: ● is not a business combination; and ● at the time of the transaction (i) affects neither taxable income nor accounting profit and (ii) does not give rise to equal taxable and deductible temporary differences; ● temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and ● taxable temporary differences arising on the initial recognition of goodwill. 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 future taxable profits will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilized. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. 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 Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. 3. Material accounting policy information (continued) Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group has both the right and the intention to settle its current tax assets and liabilities on a net or simultaneous basis. |
Cash and cash equivalents | 3.6 Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institution, other short-term, highly liquid investments with remaining maturities at purchase of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. |
Inventories | 3.7 Inventories Copper-silver in concentrate and ore stockpiles are physically measured and 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, labor costs, allocated production related overhead costs and includes treatment and refining cost. The cost of production is allocated to joint products using a ratio of weighted average volume by product at each month end. Separately identifiable costs of conversion of each metal concentrate are specifically allocated. Net realizable value is the estimated selling price, less estimated costs of completion and costs of selling final product. Supplies 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. |
Property, plant and equipment | 3.8 Property, plant and equipment (a) Recognition and measurement 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. (b) Subsequent expenditure Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group. (c) Depreciation 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 tons including commercially recoverable reserves (proven and probable reserves) and a portion of mineral resources (measured, indicated and inferred resources). 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. 3. Material accounting policy information (continued) The Company records amortization on underground mine development costs on a UOP basis based on the estimated tonnage of proven and probable mineral reserves and the mineral resources included in the current life of mine plan of the identified component of the ore body. The UOP method defines the denominator as the total tonnage of proven and probable mineral reserves and the mineral resources included in the current life of mine plan. Mineral resources are included in the basis of UOP method when they do not yet have the status of reserves merely because the necessary detailed evaluation work has not yet been performed and the responsible technical personnel agree that inclusion of a proportion of measured, indicated and inferred resources is appropriate based on historic reserve conversion rates. Depreciation, depletion and amortization using the UOP method is allocated to inventory cost and then included as a component of cost of goods sold. (c) Depreciation (continued) The estimated useful lives for the current period is as follows: Buildings 10 – Freehold land Not depreciated Plant and equipment 3 ROU asset 2 Mine development UOP Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. (d) Mine development Mine development costs include costs of acquired mineral rights and 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. Mineral rights comprise mineral resources and ore reserves, which are acquired as part of a business combination and are recognized at fair value at the date of acquisition. Development stage expenditures are costs incurred to obtain access to proven and probable mineral reserves or mineral resources and provide facilities for extracting, treating, gathering, transporting and storing the minerals. The development stage of a mine commences when the technical feasibility and commercial viability of extracting the mineral resource has been determined. Costs that are directly attributable to mine development are capitalized as property, plant and mine development to the extent that they are necessary to bring the property to commercial production. Abnormal costs are expensed as incurred. Indirect costs are included only if they can be directly attributed to the area of interest. General and administrative costs are capitalized as part of the development expenditures when the costs are directly attributed to a specific mining development project. Upon completion of development and commencement of production, capitalized development costs are transferred, as required, to the appropriate plant and equipment asset category. (e) Exploration and evaluation Exploration and evaluation expenditures are the costs incurred in the initial search for mineral deposits with economic potential or in the process of obtaining more information about existing mineral deposits. Exploration expenditures typically include costs associated with prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore. Evaluation expenditures are the costs incurred to establish the technical and commercial viability of developing mineral deposits identified through exploration activities or by acquisition. Exploration and evaluation expenditures are expensed as incurred unless it can be demonstrated that the project will generate future economic benefit. When it is determined that a project can generate future economic benefit the costs are capitalized in the property, plant and mine development line item in the consolidated balance sheets. 3. Material accounting policy information (continued) The exploration and evaluation phase ends when the technical feasibility and commercial viability of extracting the mineral is demonstrable. (f) Assets under construction Assets under construction are included in plant and equipment and since the assets are not yet available for use, are not depreciated. |
Leases | 3.9 Leases The Group recognizes a ROU asset and corresponding lease liability in the consolidated 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 Group 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 Group 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 rate method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability, with a corresponding adjustment to the related ROU 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 ROU assets are initially recognized in the consolidated 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 ROU assets when they are no longer used. ROU assets are recognized within property, plant and equipment in the consolidated statement of financial position. ROU assets are depreciated on a straight-line basis from the commencement date of the lease over the shorter of the useful life of the ROU asset or the end of the lease term. Sale and leaseback transactions If the Group transfers an asset to another entity (the “buyer-lessor”) and leases that asset back from the buyer-lessor, the transfer contract and the lease is accounted for by applying the requirements of IFRS 16 Leases (“IFRS 16”). The Group first applies the requirements for determining when a performance obligation is satisfied in IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) to determine whether the transfer of an asset is accounted for as a sale of that asset. 3. Material accounting policy information (continued) For transfer of an asset that satisfies the requirements of IFRS 15 to be accounted for as a sale of the asset, the Group measures the ROU asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained by the Group. Accordingly, the Group recognizes only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor. If the transfer of an asset does not satisfy the requirements of IFRS 15 to be accounted for as a sale of the asset, the Group continues to recognize the transferred asset and recognizes a financial liability equal to the transfer proceeds. The financial liability is accounted for applying IFRS 9. |
Financial instruments | 3.10 Financial instruments (a) Recognition and measurement Trade receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. (b) Classification and subsequent measurement Financial assets On initial recognition, a financial asset is classified as subsequently measured at: amortized cost; fair value through other comprehensive income (“FVOCI”) — debt investment; FVOCI — equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. i. Business model assessment The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes: ● the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management ’ s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets; ● how the performance of the portfolio is evaluated and reported to the Group ’ s management; ● the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed; 3. Material accounting policy information (continued) ● how managers of the business are compensated — e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and ● the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity. Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the assets. ii. Assessment whether contractual cash flows are solely payments of principal and interest For the purposes of this assessment, “principal” is defined as the fair value of the financial asset on initial recognition. “Interest” is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: ● contingent events that would change the amount or timing of cash flows; ● terms that may adjust the contractual coupon rate, including variable-rate features; ● prepayment and extension features; and ● terms that limit the Group ’ s claim to cash flows from specified assets (e.g. non-recourse features). A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL: ● it is held within a business model whose objective is to hold assets to collect contractual cash flows; and ● its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. These assets are subsequently measured at amortized cost using the effective interest rate method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in consolidated profit or loss. Any gain or loss on derecognition is recognized in profit or loss. 3. Material accounting policy information (continued) Financial liabilities Financial liabilities of the Group include trade and other payables, loans and borrowings, lease liabilities and other financial liabilities. The Group recognizes the financial liabilities at amortized cost using the effective interest rate method as they are not classified as held-for-trading, not a derivative or not designated as such on initial recognition. Interest expense and foreign exchange gains and losses are recognized in consolidated profit or loss. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. (c) Derecognition Financial assets The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. Financial liabilities The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. (d) Offsetting Financial assets and financial liabilities are offset and the net amount presented in the consolidated statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously. (e) Derivative financial instruments Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value and changes therein are recognized in consolidated profit or loss for fair value and non-hedging derivatives and recognized in consolidated other comprehensive income for derivatives designated as cash flow hedges. A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is separated from the host and accounted for as a separate derivative if: the economic characteristics and risks are not closely related to the host; a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and the hybrid contract is not measured at FVTPL. Embedded derivatives are measured at fair value with changes in fair value recognized in consolidated profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the FVTPL category. More information about the Group’s accounting policies and risk management activities related to derivative financial instruments and hedge accounting is provided in Notes 22 and 23. |
Impairment | 3.11 Impairment (a) Non-derivative financial instruments A loss allowance for expected credit losses (“ECL”) is determined for all financial assets, other than those at FVTPL and equity instruments at FVOCI, at the end of each reporting period. The ECL recognized represents a probability-weighted estimate of credit losses over the expected life of the financial instrument. The Group applies the simplified approach to measure the loss allowance for trade receivables classified at amortized cost, using the lifetime ECL provision. The ECL 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 Group recognizes lifetime ECLs 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; and ● 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 Group measures the loss allowance for that financial instrument at an amount equal to 12-months ECL, which comprises the expected lifetime loss from the instrument were a default to occur within 12 months of the reporting date. The Group considers an event of default has materialized 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 Group without taking into account any collateral held by the Group or if the financial asset is more than 90 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate. The Group 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. (b) Non-financial assets The Group conducts, at least quarterly, 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 Cash Generating Unit (“CGU”) level. If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recorded in the consolidated profit or loss to reflect the asset at the lower amount. 3. Material accounting policy information (continued) For those assets which were impaired in prior periods, if indicators of impairment reversal exist an assessment is performed and if their recoverable amount exceeds their carrying amount, an impairment reversal is recorded in the consolidated profit or loss 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. |
Employee benefits | 3.12 Employee benefits (a) Short term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated 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. (b) Defined contribution plans Obligations for contributions to defined contribution plans are expensed as the related service is provided. (c) Long term employee benefits The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. 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 Group in respect of services provided by employees up to reporting date. Remeasurements are recognized in consolidated profit or loss in the period in which they arise. (d) Share-based payment arrangements The fair value of the amount payable to employees in respect of cash-settled share-based payment arrangements is recognized as an expense with a corresponding increase in liabilities, recognized over the service period. The liability is remeasured at each reporting date based on the fair value of the cash-settled share-based payment arrangements. Any changes in the liability are recognized in profit or loss. |
Provisions | Restoration, rehabilitation and decommissioning The Group’s mining and exploration activities are subject to various governmental laws and regulations relating to the protection of the environment. These environmental regulations are continually changing, and the Group has made, and intends to make in the future, expenditures to comply with such laws and regulations. The timing of these expenditures is dependent upon a number of factors including the life of the mine, the operating license conditions, and the laws, regulations, and environment in which the mine operates. Decommissioning liabilities are recognized at the time an environmental disturbance occurs and are measured at the Company’s best estimate of the expected future cash flows required to reclaim the disturbance for each operation, which are adjusted to reflect inflation, and discounted to their present value. When the liability is initially recognized, the present value of the estimated costs is capitalized by increasing the carrying amount of the related assets to the extent that it was incurred as a result of the development/construction of the asset. Additional disturbances that arise due to further development/construction are recognized as additions or charges to the corresponding assets and rehabilitation liability when they occur. Costs incurred in relation to accrued rehabilitation obligations are applied against the restoration provision in the period in which such costs are incurred. Costs related to the restoration of site damage (subsequent to the start of commercial production) that occurs on an ongoing basis during production are provided for and recognized in profit or loss as extraction progresses. |
Fair value measurement | 3.14 Fair value measurement 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 Group 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 consolidated financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 Inventories (IAS 2) or value in use in IAS 36 Impairment of Assets . In addition, for financial reporting purposes, fair value measurements are categorized 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. |
Goods and services tax | 3.15 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. 3. Material accounting policy information (continued) 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 consolidated 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. |
Contingencies | 3.16 Contingencies By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of such contingencies inherently involves the exercise of significant judgement and estimates of the outcome of future events. Such contingencies include, but are not limited to environmental obligations, litigation, regulatory proceedings, tax matters and losses resulting from other events and developments. When a loss is considered probable and reasonably estimable, a liability is recorded in the amount of the best estimate for the ultimate loss. The likelihood of a loss with respect to a contingency can be difficult to predict and determining a meaningful estimate of the loss or a range of loss may not always be practicable based on the information available at the time and the potential effect of future events and decisions by third parties that will determine the ultimate resolution of the contingency. It is not uncommon for such matters to be resolved over many years, during which time relevant developments and new information is continuously evaluated to determine both the likelihood of any potential loss and whether it is possible to reasonably estimate a range of possible losses. When a loss is probable but a reasonable estimate cannot be made, disclosure is provided. |
Accounting standards issued but not yet effective | 3.17 Accounting standards issued but not yet effective A number of new accounting standards are effective for annual periods beginning after 1 January 2023 and earlier application is permitted. However, the Group has not early adopted the following new or amended accounting standards in preparing these consolidated financial statements. (a) Classification of liabilities as current or non-current and non-current liabilities with covenants (Amendments to IAS 1) The amendments, as issued in 2020 and 2022, aim to clarify the requirements on determining whether a liability is current or non-current, and require new disclosures for non-current liabilities that are subject to future covenants. The amendments apply for annual reporting periods beginning on or after 1 January 2024. As disclosed in Note 18, the Group has certain loans and borrowings that are subject to specific covenants. While a portion of these liabilities are classified as non-current at 31 December 2023, a future breach of the related covenants may require the Group to repay the liabilities earlier than the contractual maturity dates. The Group has preliminarily assessed the potential impact of the amendments to IAS 1 and expects that the adoption of the amendments will result in a change to the presentation of the Group’s warrant liabilities from non-current to current in nature. (b) Other accounting standards The following new and amended accounting standards are not expected to have a significant impact on the Group’s consolidated financial statements. ● Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7). ● Lack of Exchangeability (Amendments to IAS 21). |
Material accounting policy in_3
Material accounting policy information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Material accounting policy information | |
Schedule of estimated useful lives | Buildings 10 – Freehold land Not depreciated Plant and equipment 3 ROU asset 2 Mine development UOP |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Schedule of revenue | Year ended 31 December US$ thousand 2023 2022 Sale of commodities – Copper 153,530 — Sale of commodities – Silver 5,469 — Total 158,999 — |
Expenses by nature (Tables)
Expenses by nature (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Expenses by nature | |
Summary of expense by nature | Year ended 31 December US$ thousand Note 2023 2022 Change in production stock 12,209 — Consumables and other production purchases 12,877 — Repairs and maintenance 7,864 — Energy and utilities 7,849 — Employee benefits 24,257 — Contractors 12,838 — Depreciation on property, plant and equipment 14 46,659 — Insurance 4,962 — Others 11,651 — Cost of goods sold 141,166 — Acquisition costs 26 60,321 7,521 Employee benefits 5,866 224 Legal and professional fees 10,054 1,579 Initial public offering related costs 831 — Insurance 1,928 325 Others 607 324 Administrative expenses 79,607 9,973 Transportation 3,410 — Others 8,011 — Selling and distribution expenses 11,421 — Total cost of goods sold, administrative and selling and distribution expenses 232,194 9,973 |
Finance income and costs (Table
Finance income and costs (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Finance income and costs | |
Summary of finance income and costs | Year ended 31 December US$ thousand Note 2023 2022 Finance income Income from marketable securities 5,365 3,753 Realized gain on stream 83 — Total finance income 5,448 3,753 Finance costs Interest expense under the effective interest rate method on: – Loans and borrowings (39,027) (20,234) – Other financial liabilities — — – Lease liabilities (555) — Unwinding of discount on rehabilitation provision 19 (1,028) — Commodity swap loss (576) — Foreign exchange loss (1,617) — Total finance costs (42,803) (20,234) Net change in fair value measurements of financial instruments Change in fair value of: – Warrant liability 23 (21,984) 1,477 – Embedded derivative – copper and silver stream agreements 23 (195) — – Embedded derivative – mezzanine debt facility 23 (8,464) — – Embedded derivative – conversion option 23 — 7 – Contingent liability – royalty deed 23 (855) — – Contingent liability – copper consideration 23 (3,200) — – Commodity swaps 23 (12,559) — Total net change in fair value of financial instruments (47,257) 1,484 Net finance costs (84,612) (14,997) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income taxes | |
Schedule of amounts recognised in profit or loss | Year ended 31 December US$ thousand 2023 2022 Current income tax expense — — — — Deferred tax benefit Origination and reversal of temporary differences (15,006) — (15,006) — Total income tax benefit (15,006) — |
Summary of reconciliation of income tax expense | Year ended 31 December US$ thousand 2023 2022 Loss before income tax for the year (159,560) (24,970) Total tax benefit (15,006) — Loss after income tax (144,554) (24,970) Tax using the statutory rate of 30% (2022 – nil%) — — Tax effects of foreign jurisdiction (Australia): Tax at the Australian tax rate of 30% (2022 – Cayman Island nil%) (47,868) — Tax rate differential 16,792 — Non-deductible expenses 16,070 — Income tax benefit (15,006) — |
Schedule of movement in deferred tax balances | Acquired through Recognized Net balance business in profit or Net balance Deferred tax Deferred tax US$ thousand at 1 January 2023 combination loss at 31 December 2023 assets liabilities Inventories — 491 (5,162) (4,671) — (4,671) Property, plant and equipment — (148,782) 447 (148,335) — (148,335) Lease liability — 151 4,591 4,742 4,742 — Provisions — 12,111 49 12,160 12,160 — Tax losses — — 7,618 7,618 7,618 — Other — — 7,463 7,463 7,463 — Net tax assets/(liabilities) — (136,029) 15,006 (121,023) 31,983 (153,006) |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings per share | |
Schedule of reconciliation between basic and diluted net loss per share | Year ended 31 December 2023 2022 Net loss (in US$) (144,554,000) (24,970,000) Weighted average ordinary shares outstanding (in numbers) 29,912,257 6,628,695 Net loss per ordinary share (in US$): Basic (4.83) (3.77) Diluted (4.83) (3.77) |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and cash equivalents | |
Schedule of cash and cash equivalents | 31 December 31 December 1 January US$ thousand 2023 2022 2022 Bank balances 32,372 42 955 32,372 42 955 |
Trade and other receivables (Ta
Trade and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other receivables. | |
Schedule of trade and other receivables | 31 December 31 December 1 January US$ thousand 2023 2022 2022 Indirect tax receivable 1,781 — — Other receivables 5 53 — Trade receivable due from related parties 31,456 — — 33,242 53 — |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories. | |
Summary of total inventories | 31 December 31 December 1 January US$ thousand 2023 2022 2022 Current Supplies and consumables 15,570 — — Work in progress 482 — — Finished goods 5,476 — — Total current 21,528 — — Non-current Supplies and consumables 300 — — Total non-current 300 — — Total inventories 21,828 — — |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, plant and equipment | |
Schedule of estimated useful lives reconciliation of carrying amount | Freehold land Plant and Right-of-use Mine US$ thousand and buildings equipment assets development Total Cost Balance as of 1 January 2023 — — — — — Acquired through business combination 8,559 293,348 395 913,961 1,216,263 Additions — 7,725 18,254 17,100 43,079 Disposals — (16,564) — — (16,564) Other movements* — — — (1,204) (1,204) Balance as of 31 December 2023 8,559 284,509 18,649 929,857 1,241,574 Accumulated depreciation Balance as of 1 January 2023 — — — — — Depreciation for the period 338 11,290 2,077 32,954 46,659 Balance as of 31 December 2023 338 11,290 2,077 32,954 46,659 Carrying amounts As of 1 January 2022 — — — — — As of 31 December 2022 — — — — — As of 31 December 2023 8,221 273,219 16,572 896,903 1,194,915 * Other movements consists of decrease in rehabilitation. |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments | |
Summary of investments | 31 December 31 December 1 January US$ thousand 2023 2022 2022 Marketable securities held in trust account — 268,909 265,156 — 268,909 265,156 |
Trade and other payables (Table
Trade and other payables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trade and other payables. | |
Summary of trade and other payables | 31 December 31 December 1 January US$ thousand 2023 2022 2022 Trade payables due to third parties 14,447 927 604 Trade payables due to related parties 15,000 — — Advances received 20 — — Accrued expenses 53,764 — — Interest payable 3,136 — — Mining royalty 3,554 — — 89,921 927 604 |
Lease liabilities (Tables)
Lease liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Lease liabilities. | |
Summary of lease liabilities | 31 December 31 December 1 January US$ thousand 2023 2022 2022 Current lease liability 5,848 — — Non-current lease liability 9,958 — — 15,806 — — |
Summary of amounts recognized in consolidated statement of profit or loss and other comprehensive income | 31 December 31 December US$ thousand 2023 2022 Interest on lease liabilities 555 — Depreciation on ROU assets 2,077 — 2,632 — |
Summary of amounts recognized in consolidated statement of cashflows | 31 December 31 December US$ thousand 2023 2022 Cash outflow from financing activities Payment for lease liabilities 3,684 — Total cash outflow for leases 3,684 — |
Summary of leases reconciliation | US$ thousand Balance as of 1 January 2023 — Additions to ROU assets 18,254 Additions from acquisition of subsidiary 504 Changes from financing activities: Repayment of lease liabilities (3,684) Other changes: Interest expense 555 Foreign exchange movements 177 Balance as of 31 December 2023 15,806 |
Summary of lease payment maturity analysis (undiscounted) | Year ended 31 December US$ thousand 2023 2022 Within 1 year 1,010 — 1 - 2 years 884 — 2 - 3 years 625 — More than 3 years — — Total 2,519 — |
Loans and borrowings (Tables)
Loans and borrowings (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Loans and borrowings | |
Summary of carrying amounts of the Group's loans and borrowings | 31 December 31 December 1 January US$ thousand 2023 2022 2022 Current Mezzanine debt facility — — — Senior syndicated facility agreement 53,240 — — Copper purchase agreement 6,414 — — Silver purchase agreement 9,255 — — Promissory note – related party — 786 — 68,909 786 — Non-current Mezzanine debt facility 85,567 — — Senior syndicated facility agreement 154,676 — — Copper purchase agreement 78,404 — — Silver purchase agreement 61,319 — — 379,966 — — 448,875 786 — |
Schedule of reconciliation of movement in loans and borrowings | Year ended 31 December US$thousand 2023 2022 Balance as of 1 January 786 — Issue of promissory note — 786 Amounts borrowed during the year classified as loans and borrowings 458,637 — Interest capitalized to loans and borrowings 10,339 — Finance costs and loan arrangement fees deducted from borrowings (13,343) — Amortization expense 10,431 — Adjustment for recognition of Copper Purchase agreement derivative liability 4,430 — Repayment of loans and borrowings (21,619) — Conversion of promissory note to Private Placement Warrants (786) — Balance as of 31 December 448,875 786 |
Summary of variation in the copper price used to determine the margin rate as well as the composition of interest payments | 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 |
Summary of Copper Stream Percentage under the Copper Purchase Agreement | Time Period Copper Stream Percentage 16 June 2023 to 16 June 2024 0 % 17 June 2024 to 16 June 2028 3% (the “First Stream Percentage”) 17 June 2028 until 33,000 metric tons of refined copper delivered to Osisko (the “Threshold Quantity”) 4.875% (the “Second-Threshold Stream Percentage”) Thereafter from the date that the Threshold Quantity has been met 2.25% (the “Tail Stream Percentage”) |
Summary of Buy-Down Options under the Copper Purchase Agreement | Buy-Down Option 1 Buy-Down Option 2 Buy-Down Amount $ 40 million $ 20 million Second-Threshold Stream Percentage 3.25 % 4.0625 % Tail Stream Percentage 1.50 % 1.875 % Threshold Quantity 23,900 tons 28,450 tons |
Provisions (Tables)
Provisions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Provisions | |
Schedule of provisions | Employee Rehabilitation US$ thousand entitlements costs Other Total 1 January 2023 — — — — Acquired through business combination 12,244 25,346 2,781 40,371 Additions 1,943 — — 1,943 Released — (1,499) — (1,499) Accretion — 1,028 — 1,028 Movements from foreign exchange impact (146) 81 — (65) Net book value 31 December 2023 14,041 24,956 2,781 41,778 Current 13,220 — 53 13,273 Non-current 821 24,956 2,728 28,505 Net book value 31 December 2023 14,041 24,956 2,781 41,778 |
Liability for cash-settled sh_2
Liability for cash-settled share-based payments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Liability for cash-settled share-based payments | |
Schedule of liabilities arising from each of the share-based payment arrangements | 31 December 31 December 1 January US$ thousand 2023 2022 2022 Total carrying amount of liabilities for DSU 629 — — Total carrying amount of liabilities for PSU 664 — — Total carrying amount of liabilities for RSU 1,900 — — Total intrinsic value of liabilities for vested benefits — — — 3,193 — — |
Schedule of inputs used in the measurement of the fair values at grant date and measurement date of the share-based payment arrangements | DSUs are valued using a Black - Scholes option pricing model with the following terms and assumptions: Measurement date 31 December 2023 Deferred share unit liability Fair value US$12.36 Share price US$12.36 Exercise price Nil Expected share price volatility (1) 50 % Expected remaining life N/A Expected dividends Nil Risk-free interest rate (based on government bonds) 3.88 % (1) Expected share price volatility has been based on an evaluation of the historical share price volatility of the Company’s share price, particularly over the historical period commensurate with the expected term. The vesting schedule is outlined below: MAL’s performance relative to the peer group % of PSUs eligible to vest < 25 th Nil > 25 th 50 % > 50 th 100 % > 75 th 175 % > 90 th 225 % PSUs are valued using a Monte Carlo simulation with the following terms and assumptions: Measurement date 31 December 2023 Performance share unit liability Fair value US$20.28 Share price US$12.36 Exercise price Nil Expected share price volatility (1) 50 % Expected remaining life (2) 2.50 years Expected dividends Nil Risk-free interest rate (based on government bonds) 3.88 % (1) Expected share price volatility has been based on an evaluation of the historical share price volatility of the Company’s share price, particularly over the historical period commensurate with the expected term. (2) Expected remaining life of the instruments has been based on remaining performance period. RSU’s granted will vest as follows: RSU length of service following grate date RSUs eligible to vest 12 months 1/3 24 months 1/3 36 months 1/3 RSUs are valued using a Black-Scholes option pricing model with the following terms and assumptions: Measurement date 31 December 2023 Restricted share unit liability Fair value US$12.36 Share price US$12.36 Exercise price Nil Expected share price volatility (1) 50 % Expected remaining life (tranche average) (2) 1.46 years Expected dividends Nil Risk-free interest rate (based on government bonds) 3.88 % (1) Expected share price volatility has been based on an evaluation of the historical share price volatility of the Company’s share price, particularly over the historical period commensurate with the expected term. (2) Expected remaining life of the instruments has been based on the average remaining life of all tranches of RSUs outstanding as at 31 December 2023. |
Other financial liabilities (Ta
Other financial liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other financial liabilities. | |
Schedule of other financial liabilities | 31 December 31 December 1 January US$ thousand 2023 2022 2022 Current Deferred consideration 81,129 — — Contingent royalty liability 5,587 — — Deferred underwriting discount 7,280 9,280 — Deferred liabilities 500 7,239 — Financial liabilities arising from sale and leaseback transaction 193 — — 94,689 16,519 — Non-current Contingent consideration 84,200 — — Contingent royalty liability 38,398 — — Redeemable Class A ordinary shares — 264,477 244,250 Deferred underwriting discount — — 9,280 Financial liabilities arising from sale and leaseback transaction 329 — — 122,927 264,477 253,530 217,616 280,996 253,530 |
Financial instruments and fin_2
Financial instruments and financial risk management (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial instruments and financial risk management | |
Summary of carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities | Australian Local currency thousand Dollar Euro Total As of 31 December 2023 Cash and cash equivalents 1,446 — 1,446 Trade and other receivables 1,786 — 1,786 Trade and other payables (47,232) (31) (47,263) Other financial liabilities — — — Lease liabilities (15,806) — (15,806) Total (59,806) (31) (59,837) |
Summary of estimated sensitivity to a 10% increase (decrease) in the U.S. dollar against the relevant foreign currencies | Year ended 31 December US$ thousand 2023 2022 Australian Dollar Profit or loss 5,981 — Other Profit or loss 3 — |
Summary of maturity profile of the Group's financial liabilities based on contractual terms | Undiscounted contractual cash flows Carrying More than US$ thousand amount Within 1 year 1 - 2 years 2 years 31 December 2023 Non-derivative financial liabilities Trade payables and accrued liabilities 89,921 89,921 — — Mezzanine Debt Facility 85,567 24,888 22,592 200,859 Senior Syndicated Facility Agreement 207,916 72,546 53,817 121,542 Copper Purchase Agreement 84,818 6,414 11,281 175,836 Silver Purchase Agreement 70,574 9,255 8,987 102,931 Derivative financial liabilities Commodity swap liability 12,559 4,637 5,606 3,044 551,355 207,661 102,283 604,212 31 December 2022 Non-derivative financial liabilities Trade payables and accrued liabilities 927 927 — — Promissory note – related party 786 786 — — 1,713 1,713 — — |
Fair value measurement (Tables)
Fair value measurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of detailed information about financial instruments [line items] | |
Summary of carrying values, fair values and fair value hierarchy of the Group's financial instruments | 31 December 2023 31 December 2022 1 January 2022 US$ thousand Level Carrying value Fair value Carrying value Fair value Carrying value Fair value Financial assets Fair value through profit or loss Cash and cash equivalents 1 32,372 32,372 42 42 955 955 Trade and other receivables 1 33,242 33,242 53 53 — — Investments 1 — — 268,909 268,909 265,156 265,156 Derivative financial assets Silver stream embedded derivative 3 3,090 3,090 — — — — Copper stream embedded derivative 3 911 911 — — — — Total financial assets 69,615 69,615 269,004 269,004 266,111 266,111 Financial liabilities Amortized cost Trade and other payables 89,921 89,921 927 927 604 604 Lease liability 15,806 15,806 — — — — Loans and borrowings 2 448,875 458,987 786 786 — — Other financial liabilities (excluding contingent consideration) 52,287 52,287 280,996 285,428 253,530 274,436 606,889 617,001 282,709 287,141 254,134 275,040 Fair value through profit or loss Other financial liabilities (contingent consideration) Royalty Deed 3 43,985 43,985 — — — — Contingent copper consideration 3 84,200 84,200 — — — — Deferred consideration 2 81,129 81,129 — — — — Derivative financial liabilities Public Warrants 1 15,113 15,113 4,335 4,335 5,174 5,174 Private Warrants 2 11,176 11,176 3,107 3,107 3,266 3,266 Mezz Warrants 3 16,906 16,906 — — — — Mezz Facility embedded derivative 2 42,635 42,635 — — — — Copper stream embedded derivative 3 138 138 — — — — Commodity swap liability 2 12,559 12,559 — — — — 307,841 307,841 7,442 7,442 8,440 8,440 Total financial liabilities 914,730 924,842 290,151 294,583 262,574 283,480 |
Summary of fair values of the Group's derivative financial assets and liabilities | 31 December 31 December 1 January US$ thousand Note 2023 2022 2022 Derivative financial assets Current Silver stream embedded derivative (a) 234 — — 234 — — Non-current Silver stream embedded derivative (a) 2,856 — — Copper stream embedded derivative (b) 911 — — 3,767 — — Total derivative financial assets 4,001 — — Derivative financial liabilities Current Warrants (c) — — — Mezz facility embedded derivative (d) 12,473 — — Copper stream embedded derivative (b) 138 — — Commodity swap liability (e) 4,519 — — 17,130 — — Non-current Warrants (c) 43,195 7,443 8,440 Mezz facility embedded derivative (d) 30,162 — — Commodity swap liability (e) 8,040 — — 81,397 7,443 8,440 Total derivative financial liabilities 98,527 7,443 8,440 |
Summary of fair values of the contingent consideration | 31 December 31 December 1 January US$ thousand Note 2023 2022 2022 Royalty deed (a) 43,985 — — Contingent copper consideration (b) 84,200 — — Deferred consideration (c) 81,129 — — 209,314 — — |
Royalty Deed | |
Disclosure of detailed information about financial instruments [line items] | |
Summary of a continuity schedule for liabilities | Year ended 31 December US$ thousand 2023 2022 Balance as of beginning of year — — Initial recognition 43,130 — Change in fair value 855 — Balance as of end of year 43,985 — |
Contingent copper consideration | |
Disclosure of detailed information about financial instruments [line items] | |
Summary of a key inputs were used for the valuation of assets | 31 December 31 December 1 January 2023 2022 2022 Long-term copper price $ 3.81 — — Copper spot price $ 3.84 — — Annual price volatility 25.12 % — — Annual inflation rate 1.14 % — — Risk-free rate 4.07 % — — Reversion factor 11.55 % — — |
Summary of a continuity schedule for liabilities | Year ended 31 December US$ thousand 2023 2022 Balance as of beginning of year — — Initial recognition 81,000 — Change in fair value 3,200 — Balance as of end of year 84,200 — |
Warrant Liability [Member] | |
Disclosure of detailed information about financial instruments [line items] | |
Summary of warrants | Private Placement US$ thousand Public Warrants Warrants Mezz Warrants For the year ended 31 December 2023 Balance as of beginning of year 4,335 3,108 — Promissory note conversion warrants — 103 — Issuance of warrants — — 13,665 Change in fair value 10,778 7,965 3,241 Balance as of end of year 15,113 11,176 16,906 For the year ended 31 December 2022 Balance as of beginning of year 5,174 3,266 — Issuance of warrants — 480 — Change in fair value (839) (638) — Exercise of warrants — — — Balance as of end of year 4,335 3,108 — |
Summary of assumptions used for valuation of liabilities | 31 December 31 December 1 January 2023 2022 2022 Risk-free rate 4.39 % — — Warrant expected life 4.5 years — — Expected volatility 53.35 % — — Expected dividend yield 0 % — — Share price $ 12.36 — — |
Mezz Facility Embedded Derivative [Member] | |
Disclosure of detailed information about financial instruments [line items] | |
Summary of a continuity schedule for liabilities | Year ended 31 December US$ thousand 2023 2022 Balance as of beginning of year — — Initial recognition 42,698 — Interest payable (8,527) — Change in fair value 8,464 — Balance as of end of year 42,635 — |
Swap contract [member] | |
Disclosure of detailed information about financial instruments [line items] | |
Summary of fair values of the Group's derivative financial assets and liabilities | Counterparty Citibank BMO NBC Effective date 1 July 2023 1 July 2023 1 July 2023 Termination date 31 May 2026 30 May 2026 31 May 2026 Total notional quantity (MT) 12,255 12,255 12,255 Fixed price (US$) 8,204.49 8,214.35 8,112.85 Reference price LME cash settlement price for Copper Settlement frequency Monthly Monthly Monthly |
Silver stream embedded derivative | |
Disclosure of detailed information about financial instruments [line items] | |
Summary of a key inputs were used for the valuation of assets | 31 December 31 December 1 January 2023 2022 2022 Silver spot price (per oz) $ 24.13 — — Own credit spread 8.26 % — — |
Summary of a continuity schedule for embedded derivative assets | Year ended 31 December US$ thousand 2023 2022 Balance as of beginning of year — — Initial recognition — — Change in fair value 3,090 — Balance as of end of year 3,090 — |
Copper stream embedded derivative | |
Disclosure of detailed information about financial instruments [line items] | |
Summary of a key inputs were used for the valuation of assets | 31 December 31 December 1 January 2023 2022 2022 Copper spot price (per ton) $ 8,556 — — Copper price volatility 22.87 % — — Own credit spread 8.94 % — — |
Summary of a continuity schedule for embedded derivative assets | Year ended 31 December US$ thousand 2023 2022 Balance as of beginning of year — — Initial recognition 4,430 — Change in fair value (3,657) — Balance as of end of year 773 — |
Capital management (Tables)
Capital management (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Capital management | |
Schedule of net debt to equity ratio | 31 December 31 December US$thousand 2023 2022 Loans and borrowings 448,875 786 Lease liabilities 15,806 — Trade and other payables 89,921 927 Derivative financial liabilities 98,527 7,443 Other financial liabilities 217,616 280,996 Cash (32,372) (42) Net debt 838,373 290,110 Equity 268,027 (19,961) Net debt to equity ratio 3.13 (14.53) |
Share capital, share premium _2
Share capital, share premium and other capital reserves (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share capital, share premium and other capital reserves | |
Schedule of ordinary shares | Other US$ thousand (except for number of shares) Number of shares Share capital Share premium capital reserves Balance as of 1 January 2022 (a) 6,628,695 1 24 — Issued during the year — — — 945 Balance as of 31 December 2022 (a) 6,628,695 1 24 945 Issued during the year: Contribution of conversion price in excess of fair value of warrants — — — 198 Amount in excess of the face value over the present value on related promissory note — — — 69 PIPE – Osisko (b) 1,500,000 — 15,000 — Backstop Facility – Osisko (c) 2,500,000 — 25,000 — PIPE – Sprott (d) 1,500,000 — 15,000 — PIPE A and PIPE B (e) 18,451,747 2 184,515 — PIPE – BlackRock (f) 4,500,000 1 44,999 — PIPE – October 2023 (j) 1,827,096 — 20,098 — Public shareholders – non-redemption (g) 3,329,006 — 34,431 — Glencore rollover shares (h) 10,000,000 1 99,999 — Gross proceeds from issuance of shares 43,607,849 4 439,042 267 Less: Share issuance cost (i) — — (6,771) — Balance as of 31 December 2023 50,236,544 5 432,295 1,212 |
Acquisition of subsidiary (Tabl
Acquisition of subsidiary (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition of subsidiary | |
Schedule of acquisition of subsidiary | US$ thousand Note 16 June 2023 Purchase Consideration Cash consideration 775,000 Less: working capital and other adjustments (4,484) Cash consideration on Closing 770,516 Royalty deed 23 43,130 Deferred consideration 23 75,000 Contingent copper consideration 23 81,000 Glencore rollover shares 25 100,000 Total 1,069,646 US$ thousand 16 June 2023 Trade and other receivables 1,641 Inventories 32,893 Property, plant and equipment 1,216,263 Exploration and evaluation 17,918 Other assets 1,404 Trade and other payables (23,569) Lease liabilities (504) Provisions (40,371) Deferred tax liabilities (136,029) Total net identifiable assets acquired 1,069,646 |
List of subsidiaries (Tables)
List of subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
List of subsidiaries | |
Schedule of subsidiaries | Equity holding (in %) Country of 31 December 31 December 1 January Name of entities incorporation 2023 2022 2022 Metals Acquisition Corp. (Australia) Pty Ltd (1) Australia 100 100 — MAC AU 1 Pty Ltd (2) Australia 100 — — MAC AU 2 Pty Ltd (2) Australia 100 — — MAC AU 3 Pty Ltd (2) Australia 100 — — MAC AU 4 Pty Ltd (2) Australia 100 — — Cobar Management Pty Limited (3) Australia 100 — — (1) Incorporated on 4 March 2022. (2) Incorporated on 7 February 2023. (3) Acquired on 16 June 2023. |
Related party disclosures (Tabl
Related party disclosures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Loans and borrowings | |
Schedule of key management personnel compensation | Year ended 31 December US$ thousand 2023 2022 Short-term employee benefits 2,034 — Post-employment benefits 27 — Other long-term benefits — — Termination benefits — — Share-based payments 3,332 224 Total 5,393 224 |
First time adoption of IFRS (Ta
First time adoption of IFRS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
First time adoption of IFRS | |
Schedule of reconciliation of statement of financial position | Effect of transition to US$ thousand Notes US GAAP IFRS IFRS* Assets Current assets Cash and cash equivalents 955 — 955 Prepayments and other current assets 340 — 340 Total current assets 1,295 — 1,295 Non-current assets Investments 265,156 — 265,156 Prepayments and other non-current assets 187 — 187 Total non-current assets 265,343 — 265,343 Total assets 266,638 — 266,638 Liabilities Current liabilities Trade and other payables 604 — 604 Total current liabilities 604 — 604 Non-current liabilities Derivative financial liability 8,440 — 8,440 Other financial liabilities (A), (B) — 253,530 253,530 Deferred underwriting discount 9,280 (9,280) — Total non-current liabilities 17,720 244,250 261,970 Total liabilities 18,324 244,250 262,574 Net assets/(deficit) 248,314 (244,250) 4,064 Class A ordinary shares subject to possible redemption, 26,514,780 shares at redemption value of $10.00 per share as of 31 December 2021 (A), (B) 265,148 (265,148) — Equity Ordinary shares 1 — 1 Additional paid-in capital (A), (B) — 24 24 (Accumulated deficit)/retained earnings (A), (B) (16,835) 20,874 4,039 Total equity (16,834) 20,898 4,064 Total liabilities, class A ordinary shares subject to possible redemption, and equity 266,638 — 266,638 Effect of transition to US$ thousand Notes US GAAP IFRS IFRS* Assets Current assets Cash and cash equivalents 42 — 42 Trade and other receivables 53 — 53 Prepayments and other current assets 201 — 201 Total current assets 296 — 296 Non-current assets Investments 268,909 — 268,909 Prepayments and other non-current assets 986 — 986 Total non-current assets 269,895 — 269,895 Total assets 270,191 — 270,191 Liabilities Current liabilities Trade and other payables 927 — 927 Loans and borrowings 786 — 786 Other financial liabilities — 16,519 16,519 Deferred liabilities 7,239 (7,239) — Deferred underwriting discount 9,280 (9,280) — Total current liabilities 18,232 — 18,232 Non-current liabilities Derivative financial liability 7,443 — 7,443 Other financial liabilities (A), (B) — 264,477 264,477 Total non-current liabilities 7,443 264,477 271,920 Total liabilities 25,675 264,477 290,152 Net assets/(deficit) 244,516 (264,477) (19,961) Class A ordinary shares subject to possible redemption, 26,514,780 shares at redemption value of $10.14 per share as of 31 December 2022 (A), (B) 268,909 (268,909) — Equity Ordinary shares 1 — 1 Additional paid-in capital (A), (B) — 969 969 Accumulated deficit (A), (B) (24,394) 3,463 (20,931) Total equity (24,393) 4,432 (19,961) Total liabilities, class A ordinary shares subject to possible redemption, and equity 270,191 — 270,191 |
Schedule of reconciliation of net (loss) income for the period | Effect of transition to US$ thousand Notes US GAAP IFRS IFRS* Administrative expenses — (9,973) (9,973) Operating and formation costs (2,117) 2,117 — Acquisition costs (7,625) 7,625 — Stock compensation expense (224) 224 — Loss from operations (9,966) (7) (9,973) Finance income 3,753 — 3,753 Finance costs (A), (B) — (20,234) (20,234) Net change in fair value of financial instruments — 1,484 1,484 Change in fair value of warrants 1,477 (1,477) — Change in fair value of conversion option 7 (7) — Amortization of discount on convertible promissory note (8) 8 — Bank fee (5) 5 — Net finance costs 5,224 (20,221) (14,997) Net loss (4,742) (20,228) (24,970) * Where necessary, comparative information presented under US GAAP has been reclassified or re-presented to achieve consistency in disclosures with the current period amounts and other disclosures under IFRS. |
Corporate information (Details)
Corporate information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Jun. 16, 2023 USD ($) shares item $ / shares | Dec. 31, 2023 USD ($) | Mar. 10, 2023 $ / shares shares | |
Corporate information | |||
Percentage of issued share capital acquired | 100% | ||
Number of shares issued upon conversion of each share of merged entity | shares | 1 | ||
Number of warrants issued upon conversion of each share of merged entity | shares | 1 | ||
Number of shares purchased for each warrant | shares | 1 | ||
Exercise price of warrants | $ / shares | $ 11.50 | ||
Proceeds from issuance of shares | $ 20,098 | ||
Backstop Facility | |||
Corporate information | |||
Proceeds from issuance of shares | $ 25,000 | ||
Private equity placements ("PIPE Financing") | |||
Corporate information | |||
Proceeds from issuance of shares | $ 259,517 | ||
Silver Purchase Agreement | |||
Corporate information | |||
Percentage of payable long-term silver sale-and-purchase agreement | 100% | ||
Upfront payment | $ 75,000 | ||
Initial Business Combination term loan ("Facility A") | |||
Corporate information | |||
Principal amount | 205,000 | ||
Mezzanine Debt Facility | |||
Corporate information | |||
Number of shares purchased for each warrant | shares | 1 | ||
Exercise price of warrants | $ / shares | $ 12.50 | ||
Principal amount | 135,000 | ||
Copper Purchase Agreement | |||
Corporate information | |||
Upfront payment | 75,000 | ||
Cobar Management Pty Limited ("CMPL") | |||
Corporate information | |||
Cash consideration | 770,516 | ||
Working capital, net debt and tax liabilities | 4,484 | ||
Deferred consideration payment | 75,000 | ||
Maximum deferred consideration | $ 150,000 | ||
Number of contingent payments subject to copper price performance | item | 2 | ||
Percentage of copper only net smelter return royalty | 1.50% | ||
Number of shares issued | shares | 10,000,000 | ||
Redemption share price | $ / shares | $ 10 | ||
Cobar Management Pty Limited ("CMPL") | MAC Australia | |||
Corporate information | |||
Percentage of issued share capital acquired | 100% |
Basis of accounting - (Details)
Basis of accounting - (Details) $ / shares in Units, $ in Thousands, $ in Millions | 3 Months Ended | |||||
Feb. 16, 2024 USD ($) | Feb. 15, 2024 USD ($) | Feb. 15, 2024 AUD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Feb. 16, 2024 AUD ($) | Dec. 31, 2022 USD ($) | |
IFRS Basis Of Accounting [Line Items] | ||||||
Current liabilities exceed current assets | $ 201,971 | $ 17,936 | ||||
Number of shares issued | shares | 1,827,096 | |||||
Share price | $ / shares | $ 11 | |||||
Proceeds from issuance of shares | $ 20,098 | |||||
Proceeds from stock issued | $ 210,800 | $ 325 | ||||
Repayment of initial public offering | $ 82,900 | |||||
Additional Contingent Consideration Recognized As Of Acquisition Date | 127,900 | $ 196.4 | ||||
CSA Mine | ||||||
IFRS Basis Of Accounting [Line Items] | ||||||
Consideration transferred, acquisition-date fair value | $ 1,100,000 |
Material accounting policy in_4
Material accounting policy information (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Buildings | Minimum | |
Material accounting policy information | |
Estimated useful lives | 10 years |
Buildings | Maximum | |
Material accounting policy information | |
Estimated useful lives | 45 years |
Plant and equipment | Minimum | |
Material accounting policy information | |
Estimated useful lives | 3 years |
Plant and equipment | Maximum | |
Material accounting policy information | |
Estimated useful lives | 30 years |
ROU asset | Minimum | |
Material accounting policy information | |
Estimated useful lives | 2 years |
ROU asset | Maximum | |
Material accounting policy information | |
Estimated useful lives | 30 years |
Segment information (Details)
Segment information (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment information | |
Number of operating segment | 1 |
Revenue - Narratives (Details)
Revenue - Narratives (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) T $ / lb | Dec. 31, 2022 USD ($) | |
Revenue | ||
Total | $ 158,999 | |
Revenue from sale of commodities | $ 100 | $ 0 |
Average provisional price per tonne | $ / lb | 8,451.90 | |
Copper | ||
Revenue | ||
Total | $ 153,530 | |
Copper metal tonnes payable | T | 2,680.34 | |
Sliver | ||
Revenue | ||
Total | $ 5,469 |
Expenses by nature (Details)
Expenses by nature (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of attribution of expenses by nature to their function [line items] | ||
Cost of goods sold | $ 141,166 | |
Administrative expenses | 79,607 | $ 9,973 |
Selling and distributive expenses | 11,421 | |
Contributions made to defined contribution plans | 2,650 | 0 |
Cost of goods sold | ||
Disclosure of attribution of expenses by nature to their function [line items] | ||
Change in production stock | 12,209 | |
Consumables and other production purchases | 12,877 | |
Repairs and maintenance | 7,864 | |
Energy and utilities | 7,849 | |
Employee benefits | 24,257 | |
Contractors | 12,838 | |
Depreciation on property, plant and equipment | 46,659 | |
Insurance | 4,962 | |
Others | 11,651 | |
Cost of goods sold | 141,166 | |
Administrative expense | ||
Disclosure of attribution of expenses by nature to their function [line items] | ||
Acquisition costs | 60,321 | 7,521 |
Employee benefits | 5,866 | 224 |
Legal and professional fees | 10,054 | 1,579 |
Initial public offering related costs | 831 | |
Insurance | 1,928 | 325 |
Others | 607 | 324 |
Administrative expenses | 79,607 | $ 9,973 |
Selling and distributive expenses | ||
Disclosure of attribution of expenses by nature to their function [line items] | ||
Transportation | 3,410 | |
Others | 8,011 | |
Selling and distributive expenses | $ 11,421 |
Finance income and costs (Detai
Finance income and costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finance income | ||
Income from marketable securities | $ 5,365 | $ 3,753 |
Realized gain on stream | 83 | |
Total finance income | 5,448 | 3,753 |
Finance costs | ||
Interest expense under the effective interest rate method on:- Loans and borrowings | (39,027) | (20,234) |
Interest expense under the effective interest rate method on:- Lease liabilities | (555) | |
Unwinding of discount on rehabilitation provision | (1,028) | |
Commodity swap loss | (576) | |
Foreign exchange loss | (1,617) | |
Finance costs | (42,803) | (20,234) |
Net change in fair value measurements of financial assets and liabilities | ||
Net change in fair value of financial instruments | (47,257) | 1,484 |
Net finance costs | (14,997) | |
Warrant liability | ||
Net change in fair value measurements of financial assets and liabilities | ||
Net change in fair value of financial instruments | (21,984) | 1,477 |
Embedded derivative - copper and silver stream agreements | ||
Net change in fair value measurements of financial assets and liabilities | ||
Net change in fair value of financial instruments | (195) | |
Embedded derivative - mezzanine debt facility | ||
Net change in fair value measurements of financial assets and liabilities | ||
Net change in fair value of financial instruments | (8,464) | |
Embedded derivative - conversion option | ||
Net change in fair value measurements of financial assets and liabilities | ||
Net change in fair value of financial instruments | $ 7 | |
Contingent liability - royalty deed | ||
Net change in fair value measurements of financial assets and liabilities | ||
Net change in fair value of financial instruments | (855) | |
Contingent liability - copper consideration | ||
Net change in fair value measurements of financial assets and liabilities | ||
Net change in fair value of financial instruments | (3,200) | |
Commodity swaps | ||
Net change in fair value measurements of financial assets and liabilities | ||
Net change in fair value of financial instruments | $ (12,559) |
Income Taxes - Amounts recognis
Income Taxes - Amounts recognised in profit or loss (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income taxes | |
Deferred tax benefit - Origination and reversal of temporary differences | $ (15,006) |
Income tax benefit | $ (15,006) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of income tax expense | ||
Loss before income tax for the year | $ (159,560,000) | $ (24,970,000) |
Total tax benefit | (15,006,000) | |
Net loss for the year | (144,554,000) | $ (24,970,000) |
Tax effects of foreign jurisdiction (Australia): | ||
Tax at the Australian tax rate of 30% (2022 - Cayman Island nil%) | (47,868,000) | |
Tax rate differential | (16,792,000) | |
Non-deductible expenses | 16,070,000 | |
Income tax benefit | $ (15,006,000) | |
Statutory rate | 30% | 0% |
Australia | ||
Tax effects of foreign jurisdiction (Australia): | ||
Statutory rate | 30% | |
Cayman Island | ||
Tax effects of foreign jurisdiction (Australia): | ||
Statutory rate | 0% |
Income Taxes - Movement in defe
Income Taxes - Movement in deferred tax balances (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Movement in deferred tax balances | |
Acquired through business combination | $ (136,029) |
Recognised in profit or loss | 15,006 |
Net balance at the end of the year | (121,023) |
Deferred tax assets | 31,983 |
Deferred tax liability | (153,006) |
Inventories | |
Movement in deferred tax balances | |
Acquired through business combination | 491 |
Recognised in profit or loss | (5,162) |
Net balance at the end of the year | (4,671) |
Deferred tax liability | (4,671) |
Property, plant and equipment | |
Movement in deferred tax balances | |
Acquired through business combination | (148,782) |
Recognised in profit or loss | 447 |
Net balance at the end of the year | (148,335) |
Deferred tax liability | (148,335) |
Lease liability | |
Movement in deferred tax balances | |
Acquired through business combination | 151 |
Recognised in profit or loss | 4,591 |
Net balance at the end of the year | 4,742 |
Deferred tax assets | 4,742 |
Provisions | |
Movement in deferred tax balances | |
Acquired through business combination | 12,111 |
Recognised in profit or loss | 49 |
Net balance at the end of the year | 12,160 |
Deferred tax assets | 12,160 |
Tax losses | |
Movement in deferred tax balances | |
Recognised in profit or loss | 7,618 |
Net balance at the end of the year | 7,618 |
Deferred tax assets | 7,618 |
Other | |
Movement in deferred tax balances | |
Recognised in profit or loss | 7,463 |
Net balance at the end of the year | 7,463 |
Deferred tax assets | $ 7,463 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of income tax expense | ||
Tax provisions | $ 0 | |
Tax losses carried forward | $ 25,392 | |
JERSEY | ||
Reconciliation of income tax expense | ||
Tax rate effect of revenues exempt from taxation | 0% |
Earnings per share -Reconciliat
Earnings per share -Reconciliation between basic and diluted net loss per share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings per share | ||
Net loss (in US$) | $ (144,554,000) | $ (24,970,000) |
Weighted average ordinary shares outstanding (in numbers) | 29,912,257 | 6,628,695 |
Net loss per ordinary share (in US$): | ||
Basic loss per ordinary share | $ (4.83) | $ (3.77) |
Diluted loss per ordinary share | $ (4.83) | $ (3.77) |
Earnings per share (Details)
Earnings per share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Public warrants | ||
Earnings per share | ||
Number of Anti-dilutive Instruments | 8,838,260 | 8,838,260 |
Private warrants | ||
Earnings per share | ||
Number of Anti-dilutive Instruments | 6,535,304 | 6,335,304 |
Warrants related to the Mezzanine debt | ||
Earnings per share | ||
Number of Anti-dilutive Instruments | 3,187,500 | 0 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Cash and cash equivalents | ||||
Bank balances | $ 32,372 | $ 42 | $ 955 | |
Cash and cash equivalents | $ 32,372 | $ 42 | $ 955 | $ 955 |
Cash and cash equivalents - Add
Cash and cash equivalents - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Cash and cash equivalents | ||||
Cash and cash equivalents | $ 32,372 | $ 42 | $ 955 | $ 955 |
Senior Syndicated Facility Agreement | ||||
Cash and cash equivalents | ||||
Minimum cash to be maintained | 30,000 | |||
Cash and cash equivalents | 30,000 | $ 0 | ||
Facility B | ||||
Cash and cash equivalents | ||||
Credit facility undrawn and available amount | $ 25,000 |
Trade and other receivables (De
Trade and other receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Trade and other receivables. | ||
Indirect tax receivable | $ 1,781 | |
Other receivables | 5 | $ 53 |
Trade receivable due from related parties containing provisional pricing feature | 31,456 | |
Trade and other receivables | $ 33,242 | $ 53 |
Inventories (Details)
Inventories (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Current | |
Supplies and consumables | $ 15,570 |
Work in progress | 482 |
Finished goods | 5,476 |
Total current | 21,528 |
Non-current | |
Supplies and consumables | 300 |
Total non-current | 300 |
Total inventories | $ 21,828 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventories | ||
Decrease in inventories recognised in cost of production | $ 28,764 | $ 0 |
Write-downs of inventory recognised | 1,393 | |
CMPL | ||
Inventories | ||
Inventories recognised as part of acquisition | $ 32,893 |
Property, plant and equipment -
Property, plant and equipment - Reconciliation of carrying amount (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Reconciliation of carrying amount | |
Acquired through business combination | $ 1,216,263 |
Other movements | (1,204) |
Balance at the end | 1,194,915 |
Freehold land and buildings | |
Reconciliation of carrying amount | |
Balance at the end | 8,221 |
Plant and equipment | |
Reconciliation of carrying amount | |
Balance at the end | 273,219 |
ROU asset | |
Reconciliation of carrying amount | |
Balance at the end | 16,572 |
Mine development | |
Reconciliation of carrying amount | |
Other movements | (1,204) |
Balance at the end | 896,903 |
Cost | |
Reconciliation of carrying amount | |
Acquired through business combination | 1,216,263 |
Additions | 43,079 |
Disposals | (16,564) |
Balance at the end | 1,241,574 |
Cost | Freehold land and buildings | |
Reconciliation of carrying amount | |
Acquired through business combination | 8,559 |
Balance at the end | 8,559 |
Cost | Plant and equipment | |
Reconciliation of carrying amount | |
Acquired through business combination | 293,348 |
Additions | 7,725 |
Disposals | (16,564) |
Balance at the end | 284,509 |
Cost | ROU asset | |
Reconciliation of carrying amount | |
Acquired through business combination | 395 |
Additions | 18,254 |
Balance at the end | 18,649 |
Cost | Mine development | |
Reconciliation of carrying amount | |
Acquired through business combination | 913,961 |
Additions | 17,100 |
Balance at the end | 929,857 |
Accumulated depreciation | |
Reconciliation of carrying amount | |
Depreciation for the period | 46,659 |
Balance at the end | 46,659 |
Accumulated depreciation | Freehold land and buildings | |
Reconciliation of carrying amount | |
Depreciation for the period | 338 |
Balance at the end | 338 |
Accumulated depreciation | Plant and equipment | |
Reconciliation of carrying amount | |
Depreciation for the period | 11,290 |
Balance at the end | 11,290 |
Accumulated depreciation | ROU asset | |
Reconciliation of carrying amount | |
Depreciation for the period | 2,077 |
Balance at the end | 2,077 |
Accumulated depreciation | Mine development | |
Reconciliation of carrying amount | |
Depreciation for the period | 32,954 |
Balance at the end | $ 32,954 |
Property, plant and equipment_2
Property, plant and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, plant and equipment | ||
Acquired through business combination | $ 1,216,263 | |
ROU asset recognized as part of a sale and leaseback arrangement | 15,733 | |
Impairment loss | 0 | |
Cost of goods sold | 141,166 | |
Right-Of-Use Plant And Equipment | ||
Property, plant and equipment | ||
Depreciation on property, plant and equipment | 1,876 | |
Right-Of-Use Buildings | ||
Property, plant and equipment | ||
Depreciation on property, plant and equipment | 201 | |
Exploration and evaluation | ||
Property, plant and equipment | ||
Exploration & evolution expenditure | 17,918 | |
Cost of goods sold | $ 1,438 | $ 0 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Investments | ||
Marketable securities held in trust account | $ 268,909 | $ 265,156 |
Trade and other payables (Detai
Trade and other payables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Trade and other payables. | |||
Trade payables due to third parties | $ 14,447 | $ 927 | $ 604 |
Trade payables due to related parties | 15,000 | ||
Advances received | 20 | ||
Accrued expenses | 53,764 | ||
Interest payable | 3,136 | ||
Mining royalty | $ 3,554 | ||
Trade and other payables | $ 604 | ||
Average payment period of trade payables | 23 days |
Lease liabilities (Details)
Lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lease liabilities. | ||
Current lease liability | $ 786 | |
Lease liability | $ 15,806 |
Lease liabilities - Sale and le
Lease liabilities - Sale and leaseback (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Lease liabilities. | |
Total proceeds from sale and leaseback arrangement | $ 16,564 |
ROU asset recognized as part of a sale and leaseback arrangement | 15,733 |
Financial liability recognised as total proceeds from the sale of the equipment exceeded the fair value of the equipment at the time of sale | $ 609 |
Lease liabilities - Amounts rec
Lease liabilities - Amounts recognized in consolidated statement of profit or loss and other comprehensive income (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Lease liabilities. | |
Interest on lease liabilities | $ 555 |
Depreciation on ROU assets | 2,077 |
Amounts recognized in consolidated statement of profit or loss and other comprehensive income | $ 2,632 |
Lease liabilities - Amounts r_2
Lease liabilities - Amounts recognized in statement of cashflows (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Cash outflow from financing activities | |
Payment for lease liabilities | $ 3,684 |
Total cash outflow for leases | $ 3,684 |
Lease liabilities - Leases reco
Lease liabilities - Leases reconciliation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Lease liabilities. | |
Additions to ROU assets | $ 18,254 |
Additions from acquisition of subsidiary | 504 |
Changes from financing activities: | |
Repayment of lease liabilities | (3,684) |
Other changes: | |
Interest expense | 555 |
Foreign exchange movements | 177 |
Balance at the end | $ 15,806 |
Lease liabilities - Lease payme
Lease liabilities - Lease payment maturity analysis (undiscounted) (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Disclosure of maturity analysis of operating lease payments [line items] | |
Lease payment maturity analysis (undiscounted) | $ 2,519 |
Within 1 year | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Lease payment maturity analysis (undiscounted) | 1,010 |
1 - 2 years | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Lease payment maturity analysis (undiscounted) | 884 |
2 - 3 years | |
Disclosure of maturity analysis of operating lease payments [line items] | |
Lease payment maturity analysis (undiscounted) | $ 625 |
Loans and borrowings (Details)
Loans and borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Loans and borrowings | |||
Non-current | $ 7,443 | $ 8,440 | |
Total | $ 448,875 | 786 | |
Mezzanine debt facility | |||
Loans and borrowings | |||
Non-current | 85,567 | ||
Senior syndicated facility agreement | |||
Loans and borrowings | |||
Current | 53,240 | ||
Non-current | 154,676 | ||
Copper purchase agreement | |||
Loans and borrowings | |||
Current | 6,414 | ||
Non-current | 78,404 | ||
Silver purchase agreement | |||
Loans and borrowings | |||
Current | 9,255 | ||
Non-current | $ 61,319 | ||
Promissory note - related party | |||
Loans and borrowings | |||
Current | $ 786 |
Loans and borrowings - Reconcil
Loans and borrowings - Reconciliation of movement in loans and borrowings (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loans and borrowings | ||
Balance | $ 786 | |
Proceeds from issue of promissory note | 1,082 | $ 786 |
Amounts borrowed during the year classified as loans and borrowings | 458,637 | |
Interest expense under the effective interest rate method on:- Loans and borrowings | 10,339 | |
Finance costs and loan arrangement fees deducted from borrowings | (13,343) | |
Amortization expense | 10,431 | |
Adjustment for recognition of Copper Purchase agreement derivative liability | 4,430 | |
Repayment of loans and borrowings | (21,619) | |
Conversion of promissory note to Private Placement Warrants | (786) | |
Balance | $ 448,875 | $ 786 |
Loans and borrowings - Terms an
Loans and borrowings - Terms and conditions of Mezzanine debt facility (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Mar. 10, 2023 USD ($) D item $ / shares shares | Dec. 31, 2023 USD ($) shares | Jun. 16, 2023 $ / shares shares | Apr. 14, 2023 $ / shares | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Loans and borrowings | ||||||
Number of shares purchased for each warrant | shares | 1 | |||||
Ordinary shares, Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Exercise price of warrants | $ / shares | $ 11.50 | |||||
Fair value of compound embedded derivative | $ 98,527 | $ 7,443 | $ 8,440 | |||
Financial liability | $ 914,730 | 290,151 | 262,574 | |||
Mezz Warrants | ||||||
Loans and borrowings | ||||||
Number of transferrable share purchase warrants issued | shares | 3,187,500 | |||||
Financial liabilities at fair value through profit or loss | ||||||
Loans and borrowings | ||||||
Financial liability | $ 307,841 | 7,442 | 8,440 | |||
Financial liabilities measured at amortised cost | ||||||
Loans and borrowings | ||||||
Financial liability | 606,889 | $ 282,709 | $ 254,134 | |||
Mezzanine Debt Facility | ||||||
Loans and borrowings | ||||||
Total funding available to the Group | $ 135,000 | |||||
Number of transferrable share purchase warrants issued | shares | 3,187,500 | |||||
Number of shares purchased for each warrant | shares | 1 | |||||
Ordinary shares, Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Exercise price of warrants | $ / shares | $ 12.50 | |||||
Number of times by which ordinary shares trading price exceeds the exercise price of warrants, considered for acceleration of the exercise date of Mezz Warrants | item | 2 | |||||
Number of consecutive trading days, considered for acceleration of the exercise date of Mezz Warrants | D | 20 | |||||
Number of days written notice required for redemption of the borrowings | D | 5 | |||||
Prepayment interest premium (as a percent) | 4% | |||||
Financial liability | $ 79,237 | |||||
Discount and transaction costs incurred | 3,700 | |||||
Mezzanine Debt Facility | Mezz Warrants | ||||||
Loans and borrowings | ||||||
Fair value of compound embedded derivative | 13,665 | |||||
Mezzanine Debt Facility | Mezz Facility embedded derivative | ||||||
Loans and borrowings | ||||||
Fair value of compound embedded derivative | $ 42,098 | |||||
Mezzanine Debt Facility | Financial liabilities at fair value through profit or loss | Mezz Warrants | ||||||
Loans and borrowings | ||||||
Fair value of compound embedded derivative | 16,906 | |||||
Discount and transaction costs incurred | 100 | |||||
Mezzanine Debt Facility | Financial liabilities at fair value through profit or loss | Mezz Facility embedded derivative | ||||||
Loans and borrowings | ||||||
Fair value of compound embedded derivative | 42,635 | |||||
Discount and transaction costs incurred | 300 | |||||
Mezzanine Debt Facility | Financial liabilities measured at amortised cost | ||||||
Loans and borrowings | ||||||
Discount and transaction costs incurred | $ 3,300 | |||||
Mezzanine Debt Facility | Minimum | ||||||
Loans and borrowings | ||||||
Interest rate in addition to Interest Rate Margin (as a percent) | 2% |
Loans and borrowings - Mezzanin
Loans and borrowings - Mezzanine debt facility - Margin rate and composition of interest payments (Details) - Mezzanine Debt Facility | Mar. 10, 2023 |
If LME Copper Price less then $3.40/LB | |
Loans and borrowings | |
Margin rate (as a percent) | 12% |
Interest payments, capitalised to principal (as a percent) | 100% |
Interest payments, cash (as a percent) | 0% |
If LME Copper Price >$3.40/lb to $3.85/lb | |
Loans and borrowings | |
Margin rate (as a percent) | 10% |
Interest payments, capitalised to principal (as a percent) | 60% |
Interest payments, cash (as a percent) | 40% |
If LME Copper Price >$3.85/lb | |
Loans and borrowings | |
Margin rate (as a percent) | 8% |
Interest payments, capitalised to principal (as a percent) | 0% |
Interest payments, cash (as a percent) | 100% |
Loans and borrowings - Terms _2
Loans and borrowings - Terms and conditions of Senior Syndicated Facility Agreement (Details) $ in Thousands | 1 Months Ended | ||
Jun. 14, 2023 USD ($) | Feb. 28, 2023 USD ($) D facility | Dec. 31, 2023 | |
Senior Syndicated Facility Agreement | |||
Loans and borrowings | |||
Number of credit facilities | facility | 2 | ||
Minimum required Debt Service Cover Ratio | 1.2 | ||
Margin rate (as a percent) | 3% | ||
Default additional interest rate on overdue payments (as a percent) | 2% | ||
Minimum percentage of scheduled copper production to be hedged | 30% | ||
Senior Syndicated Facility Agreement | Minimum | |||
Loans and borrowings | |||
Interest rate in addition to Interest Rate Margin per day (as a percent) | 0% | ||
Facility A | |||
Loans and borrowings | |||
Principal amount | $ 205,000 | ||
Minimum required Debt Service Cover Ratio | 1.50 | ||
Percentage of excess cash to be applied for repayment of loan (as a percent) | 30% | ||
Loan life (in years) | 5 years | ||
Number of days written notice required for redemption of the borrowings | D | 5 | ||
Minimum required amount of prepayment | $ 500 | ||
Discount and transaction costs incurred | $ 10,000 | ||
Facility B | |||
Loans and borrowings | |||
Principal amount | $ 25,000 | ||
Loan life (in years) | 3 years | ||
Number of days written notice required for redemption of the borrowings | D | 5 | ||
Minimum required amount of prepayment | $ 2,000 |
Loans and borrowings - Terms _3
Loans and borrowings - Terms and conditions of Copper Purchase Agreement (Details) - USD ($) $ in Thousands | Jun. 16, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Loans and borrowings | ||||
Financial liability | $ 914,730 | $ 290,151 | $ 262,574 | |
Fair value of compound embedded derivative | 4,001 | |||
Copper Purchase Agreement | ||||
Loans and borrowings | ||||
Available Copper Deposit | $ 75,000 | |||
Produced copper payable (as a percent) | 96.20% | |||
Deliveries made towards the Copper Stream | 0 | |||
Copper Cash Price receivable for one tonne of refined copper delivered (as a percent) | 4% | |||
Threshold amount of Copper Deposit up to which the difference between the Copper Market Price and the Copper Cash Price will be credited | $ 0 | |||
Financial liability | 79,430 | |||
Fair value of compound embedded derivative | $ 4,430 | $ 773 | ||
Effective interest rate (as a percent) | 12.21% |
Loans and borrowings - Copper P
Loans and borrowings - Copper Purchase Agreement - Copper Stream Percentage (Details) - Copper Purchase Agreement | Jun. 16, 2023 T |
Loans and borrowings | |
First Stream Percentage to be made during 1st Anniversary of the Closing Date to 5th Anniversary | 3% |
Second-Threshold Stream Percentage to be made at the 5th Anniversary until Threshold Quantity of refined copper delivered | 4.875% |
Tail Stream Percentage to be made thereafter from the date that the Threshold Quantity has been met | 2.25% |
Threshold Quantity (in metric tonnes) | 33,000 |
Loans and borrowings - Copper_2
Loans and borrowings - Copper Purchase Agreement - Buy-Down Options (Details) - Copper Purchase Agreement $ in Thousands | Jun. 16, 2023 USD ($) T |
Loans and borrowings | |
Second-Threshold Stream Percentage (as a percent) | 4.875% |
Tail Stream Percentage (as a percent) | 2.25% |
Threshold Quantity (in metric tonnes) | 33,000 |
Buy-Down Option 1 | |
Loans and borrowings | |
Buy-Down Amount | $ | $ 40,000 |
Second-Threshold Stream Percentage (as a percent) | 3.25% |
Tail Stream Percentage (as a percent) | 1.50% |
Threshold Quantity (in metric tonnes) | 23,900 |
Buy-Down Option 2 | |
Loans and borrowings | |
Buy-Down Amount | $ | $ 20,000 |
Second-Threshold Stream Percentage (as a percent) | 4.0625% |
Tail Stream Percentage (as a percent) | 1.875% |
Threshold Quantity (in metric tonnes) | 28,450 |
Loans and borrowings - Terms _4
Loans and borrowings - Terms and conditions of Silver Purchase Agreement (Details) - USD ($) $ in Thousands | Jun. 16, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Loans and borrowings | ||||
Fair value of compound embedded derivative | $ 4,001 | |||
Financial liability | 914,730 | $ 290,151 | $ 262,574 | |
Silver Purchase Agreement | ||||
Loans and borrowings | ||||
Total funding available to the Group | $ 75,000 | |||
Refined silver to be delivered, as a percentage of payable silver (as a percent) | 100% | |||
Produced Silver payable (as a percent) | 90% | |||
Deliveries made towards the Copper Stream | 7,749 | |||
Silver Cash Price receivable for one ounce of refined silver delivered (as a percent) | 4% | |||
Threshold amount of Copper Deposit up to which the difference between the Copper Market Price and the Copper Cash Price will be credited | $ 0 | |||
Fair value of compound embedded derivative | 0 | $ 3,090 | ||
Financial liability | $ 75,000 | |||
Effective interest rate (as a percent) | 8.57% |
Loans and borrowings - Terms _5
Loans and borrowings - Terms and conditions of Promissory Notes and Working Capital Loans - Related Party (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||
Jan. 09, 2023 | Oct. 25, 2022 | May 24, 2022 | May 06, 2022 | Dec. 31, 2023 | Jun. 16, 2023 | Apr. 14, 2023 | Dec. 31, 2022 | Dec. 21, 2022 | Jan. 01, 2022 | |
Loans and borrowings | ||||||||||
Amount borrowed | $ 501,657 | |||||||||
Outstanding amount | 448,875 | $ 786 | ||||||||
Number of shares purchased for each warrant | 1 | |||||||||
Exercise price of warrants | $ 11.50 | |||||||||
Fair value of compound embedded derivative | 98,527 | 7,443 | $ 8,440 | |||||||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | |||||||||
October 2022 Note | ||||||||||
Loans and borrowings | ||||||||||
Interest on borrowings | $ 0 | |||||||||
October 2022 Note | Maximum | ||||||||||
Loans and borrowings | ||||||||||
Amount borrowed | $ 300 | |||||||||
December 2022 Note | ||||||||||
Loans and borrowings | ||||||||||
Interest on borrowings | $ 0 | |||||||||
Maximum amount available | $ 1,255 | |||||||||
Working Capital Loans | ||||||||||
Loans and borrowings | ||||||||||
Maximum amount of loans convertible into warrants | $ 1,500 | |||||||||
Conversion price per warrant (in dollars per share) | $ 1.50 | |||||||||
Outstanding amount | 0 | 0 | 0 | |||||||
2022 Sponsor Convertible Note | ||||||||||
Loans and borrowings | ||||||||||
Amount borrowed | $ 1,200 | |||||||||
Interest on borrowings | 0 | 0 | 0 | |||||||
Maximum amount available | 1,200 | |||||||||
Maximum amount of loans convertible into warrants | $ 1,200 | |||||||||
Conversion price per warrant (in dollars per share) | $ 1.50 | |||||||||
Number of shares purchased for each warrant | 1 | |||||||||
Exercise price of warrants | $ 11.50 | |||||||||
Outstanding loan balance converted | $ 1,200 | |||||||||
Private Placement Warrants issued upon conversion | 800,000 | |||||||||
Fair value of compound embedded derivative | $ 8 | |||||||||
2023 Sponsor Convertible Note | ||||||||||
Loans and borrowings | ||||||||||
Amount borrowed | $ 300 | |||||||||
Conversion price per warrant (in dollars per share) | $ 1.50 | |||||||||
Outstanding amount | $ 0 | $ 0 | $ 0 | |||||||
Outstanding loan balance converted | $ 300 | |||||||||
Private Placement Warrants issued upon conversion | 200,000 | |||||||||
Maximum amount of warrants into which the outstanding amount is convertible | $ 300 | |||||||||
2023 Sponsor Convertible Note | Class A ordinary shares | ||||||||||
Loans and borrowings | ||||||||||
Exercise price of warrants | $ 11.50 | |||||||||
Private Placement Warrants issued upon conversion | 1 | |||||||||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 |
Loans and borrowings - Loan cov
Loans and borrowings - Loan covenants (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Mezzanine Debt Facility | |
Loans and borrowings | |
Minimum Available Cash and Cash Equivalent Investments required to be held | $ 30,000 |
Minimum required Reserve Tail Ratio projection (as a percent) | 25% |
Mezzanine Debt Facility | If no amounts are outstanding under the Copper Stream | |
Loans and borrowings | |
Maximum required Total Net Debt to EBITDA ratio during the first calendar year | 3.25 |
Maximum required Total Net Debt to EBITDA ratio, thereafter | 3 |
Mezzanine Debt Facility | If any amounts are outstanding under the Copper Stream | |
Loans and borrowings | |
Maximum required Total Net Debt to EBITDA ratio during the first calendar year | 3.5 |
Maximum required Total Net Debt to EBITDA ratio, thereafter | 3.25 |
Senior Syndicated Facility Agreement | |
Loans and borrowings | |
Minimum Available Cash and Cash Equivalent Investments required to be held | $ 30,000 |
Minimum required Reserve Tail Ratio projection (as a percent) | 25% |
Minimum required Debt Service Coverage Ratio, in respect of any rolling period of 12 consecutive months ending on 31 March, 30 June, 30 September, and 31 December | 1.2 |
Cash flow forecast period | 5 years |
Minimum required Forecast Cash Flow Coverage Ratio | 1.25 |
Maximum required Net Debt to EBITDA | 2.5 |
Senior Syndicated Facility Agreement | If no amounts are outstanding under the Copper Stream | |
Loans and borrowings | |
Maximum required Total Net Debt to EBITDA ratio during the first calendar year | 3.25 |
Maximum required Total Net Debt to EBITDA ratio, thereafter | 3 |
Senior Syndicated Facility Agreement | If any amounts are outstanding under the Copper Stream | |
Loans and borrowings | |
Maximum required Total Net Debt to EBITDA ratio during the first calendar year | 3.50 |
Maximum required Total Net Debt to EBITDA ratio, thereafter | 3.25 |
Copper Purchase Agreement | |
Loans and borrowings | |
Minimum Available Cash and Cash Equivalent Investments required to be held | $ 30,000 |
Maximum required Total Net Debt to EBITDA ratio, thereafter | 3.25 |
Minimum required Reserve Tail Ratio projection (as a percent) | 25% |
Threshold amount of Uncredited Deposit after reduction, considered for maintenance of Reserve Tail Ratio | $ 0 |
Maximum required Total Net Debt to EBITDA ratio during the period from the Closing Date of the Copper Stream to the first anniversary date | 3.5 |
Silver Purchase Agreement | |
Loans and borrowings | |
Minimum Available Cash and Cash Equivalent Investments required to be held | $ 30,000 |
Minimum required Reserve Tail Ratio projection (as a percent) | 25% |
Threshold amount of Uncredited Deposit after reduction, considered for maintenance of Reserve Tail Ratio | $ 0 |
Silver Purchase Agreement | If no amounts are outstanding under the Copper Stream | |
Loans and borrowings | |
Maximum required Total Net Debt to EBITDA ratio during the first calendar year | 3.25 |
Maximum required Total Net Debt to EBITDA ratio, thereafter | 3 |
Silver Purchase Agreement | If any amounts are outstanding under the Copper Stream | |
Loans and borrowings | |
Maximum required Total Net Debt to EBITDA ratio during the first calendar year | 3.5 |
Maximum required Total Net Debt to EBITDA ratio, thereafter | 3.25 |
Provisions (Details)
Provisions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of other provisions [line items] | ||
Acquired through business combination | $ 40,371 | |
Additions | 1,943 | |
Released | (1,499) | |
Accretion | 1,028 | |
Movements from foreign exchange impact | (65) | |
Net book value 31 December 2023 | 41,778 | |
Current | 13,273 | |
Non-current | 28,505 | |
Employee Entitlements | ||
Disclosure of other provisions [line items] | ||
Acquired through business combination | 12,244 | |
Additions | 1,943 | |
Movements from foreign exchange impact | (146) | |
Net book value 31 December 2023 | 14,041 | |
Current | 13,220 | |
Non-current | 821 | |
Rehabilitation Costs | ||
Disclosure of other provisions [line items] | ||
Acquired through business combination | 25,346 | |
Released | (1,499) | |
Accretion | 1,028 | |
Movements from foreign exchange impact | 81 | |
Net book value 31 December 2023 | 24,956 | |
Non-current | $ 24,956 | |
Rehabilitation period | 3 years | |
Property holding costs period | 10 years | |
Percentage currency denominated in Australian dollars for calculating the discount rate applied in calculating the restoration and rehabilitation provision | 100% | |
Discount rate for provisions | 1.47% | 0% |
Other | ||
Disclosure of other provisions [line items] | ||
Acquired through business combination | $ 2,781 | |
Net book value 31 December 2023 | 2,781 | |
Current | 53 | |
Non-current | $ 2,728 |
Liability for cash-settled sh_3
Liability for cash-settled share-based payments - Description of share-based payment arrangements (Details) $ in Thousands | 12 Months Ended | |||
Jun. 06, 2023 shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Liability for cash-settled share-based payments | ||||
Total intrinsic value of liabilities for vested benefits | $ | $ 3,193 | |||
Liability for cash-settled share-based payments | $ | $ 122,927 | $ 264,477 | $ 253,530 | |
12 months | ||||
Liability for cash-settled share-based payments | ||||
Eligible to vest | 33.33% | |||
24 months | ||||
Liability for cash-settled share-based payments | ||||
Eligible to vest | 33.33% | |||
36 months | ||||
Liability for cash-settled share-based payments | ||||
Eligible to vest | 33.33% | |||
DSU | ||||
Liability for cash-settled share-based payments | ||||
Granted shares | shares | 50,900 | |||
Liability for cash-settled share-based payments | $ | $ 664 | |||
PSU | ||||
Liability for cash-settled share-based payments | ||||
Granted shares | shares | 212,965 | |||
Liability for cash-settled share-based payments | $ | $ 1,900 | |||
PSU | 25th percentile | ||||
Liability for cash-settled share-based payments | ||||
Eligible to vest | 50% | |||
PSU | Greater than 25th percentile | ||||
Liability for cash-settled share-based payments | ||||
Eligible to vest | 100% | |||
PSU | Greater than 50th percentile | ||||
Liability for cash-settled share-based payments | ||||
Eligible to vest | 175% | |||
PSU | Greater than 75th percentile | ||||
Liability for cash-settled share-based payments | ||||
Eligible to vest | 225% | |||
RSU | ||||
Liability for cash-settled share-based payments | ||||
Granted shares | shares | 470,603 | |||
Forfeited shares | shares | 15,000 | 455,603 |
Liability for cash-settled sh_4
Liability for cash-settled share-based payments - Measurement of fair values (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | |
DSU | ||
Liability for cash-settled share-based payments | ||
Fair value | $ 12.36 | $ 12.36 |
Share price | $ 12.36 | 12.36 |
Risk-free interest rate (based on government bonds) | 3.88% | |
PSU | ||
Liability for cash-settled share-based payments | ||
Fair value | 20.28 | |
Share price | $ 12.36 | |
Expected life - years | 2 years 6 months | |
RSU | ||
Liability for cash-settled share-based payments | ||
Exercise price | $ 0 | |
Expected life - years | 1 year 5 months 15 days | |
Expected dividends | 0% | |
Risk-free interest rate (based on government bonds) | 3.88% | |
RSU | Weighted average | ||
Liability for cash-settled share-based payments | ||
Expected volatility | 50% |
Liability for cash-settled sh_5
Liability for cash-settled share-based payments - Expense recognized in profit or loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Liability for cash-settled share-based payments | ||
Employee benefit expenses related to the cash-settled share-based payment arrangements | $ 3,315 | $ 224 |
Other financial liabilities (De
Other financial liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Other financial liabilities. | |||
Deferred consideration - current | $ 81,129 | ||
Contingent royalty liability - current | 5,587 | ||
Deferred underwriting discount - current | 7,280 | ||
Deferred liabilities - current | 500 | $ 7,239 | |
Financial liabilities arising from sale and leaseback transaction - current | 193 | ||
Other financial liabilities - current | $ 604 | ||
Contingent consideration - noncurrent | 84,200 | ||
Contingent royalty liability - noncurrent | 38,398 | ||
Redeemable Class A ordinary shares - noncurrent | 264,477 | 244,250 | |
Deferred underwriting discount - noncurrent | 9,280 | ||
Financial liabilities arising from sale and leaseback transaction - noncurrent | 329 | ||
Total other financial liabilities | $ 217,616 | $ 280,996 | $ 253,530 |
Other financial liabilities - A
Other financial liabilities - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Feb. 16, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 16, 2023 | |
Other Financial Liabilities | ||||
Percentage of cash underwriting discount | 2% | |||
Underwriting expense | $ 7,280 | |||
Share capital | ||||
Other Financial Liabilities | ||||
Underwriting expense | 5,303 | |||
Glencore | ||||
Other Financial Liabilities | ||||
Underwriting expense | 500 | $ 3,373 | ||
Deferred fees | 0 | $ 2,995 | ||
Legal fees | $ 5,079 | |||
CMPL | ||||
Other Financial Liabilities | ||||
Contingent Royalty Liability | $ 43,130 | |||
Contingent consideration | $ 81,000 | |||
CMPL | Repayment of Deferred Consideration Liability | Glencore | ||||
Other Financial Liabilities | ||||
Repayments of Deferred Consideration | $ 82,852 |
Financial instruments and fin_3
Financial instruments and financial risk management - Market risk, Commodity price risk (Details) - Commodity price risk $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Financial instruments and financial risk management | |
Percentage of reasonably possible increase (decrease) in risk assumption | 10% |
Increase (decrease) in profit and loss due to reasonably possible increase (decrease) in designated risk component | $ 1,643 |
Financial instruments and fin_4
Financial instruments and financial risk management - Market risk, Currency risk (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Financial instruments and financial risk management | |||
Foreign currency denominated monetary assets | $ 69,615 | $ 269,004 | $ 266,111 |
Financial liability | 914,730 | 290,151 | $ 262,574 |
Net assets | 5 | $ 1 | |
Currency risk | |||
Financial instruments and financial risk management | |||
Net assets | (59,837) | ||
Currency risk | Cash and cash equivalents | |||
Financial instruments and financial risk management | |||
Foreign currency denominated monetary assets | 1,446 | ||
Currency risk | Trade and other receivables | |||
Financial instruments and financial risk management | |||
Foreign currency denominated monetary assets | 1,786 | ||
Currency risk | Trade and other payables | |||
Financial instruments and financial risk management | |||
Financial liability | (47,263) | ||
Currency risk | Lease liabilities | |||
Financial instruments and financial risk management | |||
Financial liability | (15,806) | ||
Currency risk | Australian Dollar | |||
Financial instruments and financial risk management | |||
Net assets | (59,806) | ||
Currency risk | Australian Dollar | Cash and cash equivalents | |||
Financial instruments and financial risk management | |||
Foreign currency denominated monetary assets | 1,446 | ||
Currency risk | Australian Dollar | Trade and other receivables | |||
Financial instruments and financial risk management | |||
Foreign currency denominated monetary assets | 1,786 | ||
Currency risk | Australian Dollar | Trade and other payables | |||
Financial instruments and financial risk management | |||
Financial liability | (47,232) | ||
Currency risk | Australian Dollar | Lease liabilities | |||
Financial instruments and financial risk management | |||
Financial liability | (15,806) | ||
Currency risk | Euro | |||
Financial instruments and financial risk management | |||
Net assets | (31) | ||
Currency risk | Euro | Trade and other payables | |||
Financial instruments and financial risk management | |||
Financial liability | $ (31) |
Financial instruments and fin_5
Financial instruments and financial risk management - Market risk, Currency risk, sensitivity analyses (Details) - Currency risk $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Financial instruments and financial risk management | |
Percentage of reasonably possible increase (decrease) in risk assumption | 10% |
Australian Dollar | |
Financial instruments and financial risk management | |
Increase (decrease) in profit and loss due to reasonably possible increase (decrease) in designated risk component | $ 5,981 |
Other | |
Financial instruments and financial risk management | |
Increase (decrease) in profit and loss due to reasonably possible increase (decrease) in designated risk component | $ 3 |
Financial instruments and fin_6
Financial instruments and financial risk management - Market risk, Interest rate risk (Details) - Interest rate risk $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Financial instruments and financial risk management | |
Percentage of reasonably possible increase (decrease) in risk assumption | 1% |
Increase (decrease) in interest expense due to reasonably possible increase (decrease) in designated risk component | $ 913 |
Financial instruments and fin_7
Financial instruments and financial risk management - Credit risk (Details) - Credit risk - Glencore | 12 Months Ended |
Dec. 31, 2023 | |
Financial instruments and financial risk management | |
Percentage of trade receivables | 100% |
Percentage of total revenue | 100% |
Financial instruments and fin_8
Financial instruments and financial risk management - Liquidity risk (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Maturity profile of the Group's financial liabilities based on contractual terms | ||||
Cash and cash equivalents | $ 32,372 | $ 42 | $ 955 | $ 955 |
Carrying amount | ||||
Lease liabilities - undiscounted | 15,806 | |||
Outstanding amount | 448,875 | 786 | ||
Carrying amount | 914,730 | 290,151 | 262,574 | |
Liquidity risk | ||||
Maturity profile of the Group's financial liabilities based on contractual terms | ||||
Cash and cash equivalents | 32,372 | 42 | $ 955 | |
Carrying amount | ||||
Trade payables and accrued liabilities | 89,921 | 927 | ||
Carrying amount | 551,355 | 1,713 | ||
Liquidity risk | Within 1 year | ||||
Carrying amount | ||||
Carrying amount | 207,661 | |||
Contractual cash flows | ||||
Trade payables and accrued liabilities | 89,921 | 927 | ||
Contractual cash flows | 1,713 | |||
Liquidity risk | 1 - 2 years | ||||
Carrying amount | ||||
Carrying amount | 102,283 | |||
Liquidity risk | More than 2 years | ||||
Carrying amount | ||||
Carrying amount | 604,212 | |||
Liquidity risk | Mezzanine Debt Facility | ||||
Carrying amount | ||||
Outstanding amount | 85,567 | |||
Liquidity risk | Mezzanine Debt Facility | Within 1 year | ||||
Contractual cash flows | ||||
Lease liabilities - undiscounted | 24,888 | |||
Liquidity risk | Mezzanine Debt Facility | 1 - 2 years | ||||
Contractual cash flows | ||||
Lease liabilities - undiscounted | 22,592 | |||
Liquidity risk | Mezzanine Debt Facility | More than 2 years | ||||
Contractual cash flows | ||||
Lease liabilities - undiscounted | 200,859 | |||
Liquidity risk | Senior Syndicated Facility Agreement | ||||
Carrying amount | ||||
Outstanding amount | 207,916 | |||
Liquidity risk | Senior Syndicated Facility Agreement | Within 1 year | ||||
Contractual cash flows | ||||
Lease liabilities - undiscounted | 72,546 | |||
Liquidity risk | Senior Syndicated Facility Agreement | 1 - 2 years | ||||
Contractual cash flows | ||||
Lease liabilities - undiscounted | 53,817 | |||
Liquidity risk | Senior Syndicated Facility Agreement | More than 2 years | ||||
Contractual cash flows | ||||
Lease liabilities - undiscounted | 121,542 | |||
Liquidity risk | Copper Purchase Agreement | ||||
Carrying amount | ||||
Outstanding amount | 84,818 | |||
Liquidity risk | Copper Purchase Agreement | Within 1 year | ||||
Contractual cash flows | ||||
Lease liabilities - undiscounted | 6,414 | |||
Liquidity risk | Copper Purchase Agreement | 1 - 2 years | ||||
Contractual cash flows | ||||
Lease liabilities - undiscounted | 11,281 | |||
Liquidity risk | Copper Purchase Agreement | More than 2 years | ||||
Contractual cash flows | ||||
Lease liabilities - undiscounted | 175,836 | |||
Liquidity risk | Silver Purchase Agreement | ||||
Carrying amount | ||||
Outstanding amount | 70,574 | |||
Liquidity risk | Silver Purchase Agreement | Within 1 year | ||||
Contractual cash flows | ||||
Lease liabilities - undiscounted | 9,255 | |||
Liquidity risk | Silver Purchase Agreement | 1 - 2 years | ||||
Contractual cash flows | ||||
Lease liabilities - undiscounted | 8,987 | |||
Liquidity risk | Silver Purchase Agreement | More than 2 years | ||||
Contractual cash flows | ||||
Lease liabilities - undiscounted | 102,931 | |||
Liquidity risk | Promissory note - related party | ||||
Carrying amount | ||||
Outstanding amount | 786 | |||
Liquidity risk | Promissory note - related party | Within 1 year | ||||
Contractual cash flows | ||||
Debt facility and agreements | $ 786 | |||
Liquidity risk | Commodity swap liability | ||||
Carrying amount | ||||
Carrying amount | 12,559 | |||
Liquidity risk | Commodity swap liability | Within 1 year | ||||
Carrying amount | ||||
Carrying amount | 4,637 | |||
Liquidity risk | Commodity swap liability | 1 - 2 years | ||||
Carrying amount | ||||
Carrying amount | 5,606 | |||
Liquidity risk | Commodity swap liability | More than 2 years | ||||
Carrying amount | ||||
Carrying amount | $ 3,044 |
Fair value measurement (Details
Fair value measurement (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Commodity swap liability | |||
Financial assets, carrying value | $ 69,615 | $ 269,004 | $ 266,111 |
Financial assets, fair value | 69,615 | 269,004 | 266,111 |
Financial liability | 914,730 | 290,151 | 262,574 |
Financial liabilities, fair value | 924,842 | 294,583 | 283,480 |
Financial liabilities measured at amortised cost | |||
Commodity swap liability | |||
Financial liability | 606,889 | 282,709 | 254,134 |
Financial liabilities, fair value | 617,001 | 287,141 | 275,040 |
Financial liabilities at fair value through profit or loss | |||
Commodity swap liability | |||
Financial liability | 307,841 | 7,442 | 8,440 |
Financial liabilities, fair value | 307,841 | 7,442 | 8,440 |
Trade and other payables | Financial liabilities measured at amortised cost | |||
Commodity swap liability | |||
Financial liability | 89,921 | 927 | 604 |
Financial liabilities, fair value | 89,921 | 927 | 604 |
Lease liability | Financial liabilities measured at amortised cost | |||
Commodity swap liability | |||
Financial liability | 15,806 | ||
Financial liabilities, fair value | 15,806 | ||
Loans and borrowings | Financial liabilities measured at amortised cost | |||
Commodity swap liability | |||
Financial liability | 448,875 | 786 | |
Financial liabilities, fair value | 458,987 | 786 | |
Other financial liabilities (excluding contingent consideration) | Financial liabilities measured at amortised cost | |||
Commodity swap liability | |||
Financial liability | 52,287 | 280,996 | 253,530 |
Financial liabilities, fair value | 52,287 | 285,428 | 274,436 |
Royalty Deed | Level 3 | |||
Commodity swap liability | |||
Financial liability | 43,985 | ||
Financial liabilities, fair value | 43,985 | ||
Contingent copper consideration | Level 3 | |||
Commodity swap liability | |||
Financial liability | 84,200 | ||
Financial liabilities, fair value | 84,200 | ||
Deferred consideration | Level 2 | |||
Commodity swap liability | |||
Financial liability | 81,129 | ||
Financial liabilities, fair value | 81,129 | ||
Public warrants | Level 1 | |||
Commodity swap liability | |||
Financial liability | 15,113 | 4,335 | 5,174 |
Financial liabilities, fair value | 15,113 | 4,335 | 5,174 |
Private warrants | Level 2 | |||
Commodity swap liability | |||
Financial liability | 11,176 | 3,107 | 3,266 |
Financial liabilities, fair value | 11,176 | 3,107 | 3,266 |
Mezz Warrants | Level 3 | |||
Commodity swap liability | |||
Financial liability | 16,906 | ||
Financial liabilities, fair value | 16,906 | ||
Mezz Facility embedded derivative | Level 2 | |||
Commodity swap liability | |||
Financial liability | 42,635 | ||
Financial liabilities, fair value | 42,635 | ||
Copper stream embedded derivative | Level 3 | |||
Commodity swap liability | |||
Financial liability | 138 | ||
Financial liabilities, fair value | 138 | ||
Commodity swap liability | Level 2 | |||
Commodity swap liability | |||
Financial liability | 12,559 | ||
Financial liabilities, fair value | 12,559 | ||
Cash and cash equivalents | Fair value through profit or loss | Level 1 | |||
Commodity swap liability | |||
Financial assets, carrying value | 32,372 | 42 | 955 |
Financial assets, fair value | 32,372 | 42 | 955 |
Trade and other receivables | Financial liabilities at fair value through profit or loss | Level 1 | |||
Commodity swap liability | |||
Financial assets, carrying value | 33,242 | 53 | |
Financial assets, fair value | 33,242 | 53 | |
Investments | Fair value through profit or loss | Level 1 | |||
Commodity swap liability | |||
Financial assets, carrying value | 268,909 | 265,156 | |
Financial assets, fair value | $ 268,909 | $ 265,156 | |
Silver stream embedded derivative | Fair value through profit or loss | Level 3 | |||
Commodity swap liability | |||
Financial assets, carrying value | 3,090 | ||
Financial assets, fair value | 3,090 | ||
Copper stream embedded derivative | Fair value through profit or loss | Level 3 | |||
Commodity swap liability | |||
Financial assets, carrying value | 911 | ||
Financial assets, fair value | $ 911 |
Fair value measurement - Transf
Fair value measurement - Transfer between levels (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair value measurement | ||
Transfer of assets from level 1 to level 2 | $ 0 | $ 0 |
Transfer of assets from level 2 to level 1 | 0 | 0 |
Transfer of assets into level 3 | 0 | 0 |
Transfer of assets out of level 3 | 0 | 0 |
Transfer of liabilities from level 1 to level 2 | 0 | 0 |
Transfer of liabilities from level 2 to level 1 | 0 | 0 |
Transfer of liabilities into level 3 | 0 | 0 |
Transfer of liabilities out of level 3 | $ 0 | $ 0 |
Fair value measurement - Fair v
Fair value measurement - Fair values of the Group's derivative financial assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Commodity swap liability | |||
Derivative financial assets | $ 234 | ||
Derivative financial assets | 3,767 | ||
Total derivative financial assets | 4,001 | ||
Non-current derivative financial liabilities | $ 7,443 | $ 8,440 | |
Total derivative financial liabilities | 98,527 | 7,443 | 8,440 |
Warrant liability | |||
Commodity swap liability | |||
Non-current derivative financial liabilities | 43,195 | $ 7,443 | $ 8,440 |
Mezz Facility embedded derivative | |||
Commodity swap liability | |||
Current derivative financial liabilities | 12,473 | ||
Non-current derivative financial liabilities | 30,162 | ||
Copper stream embedded derivative | |||
Commodity swap liability | |||
Current derivative financial liabilities | 138 | ||
Commodity swap liability | |||
Commodity swap liability | |||
Current derivative financial liabilities | 4,519 | ||
Non-current derivative financial liabilities | 8,040 | ||
Silver stream embedded derivative | |||
Commodity swap liability | |||
Derivative financial assets | 234 | ||
Derivative financial assets | 2,856 | ||
Copper stream embedded derivative | |||
Commodity swap liability | |||
Derivative financial assets | $ 911 |
Fair value measurement - Silver
Fair value measurement - Silver stream embedded derivative, key inputs were used (Details) - Silver stream embedded derivative | Dec. 31, 2023 USD ($) |
Spot price | |
Key inputs used for valuation | |
Significant unobservable input, asset | 24.13 |
Own credit spread | |
Key inputs used for valuation | |
Significant unobservable input, asset | 8.26 |
Fair value measurement - Silv_2
Fair value measurement - Silver stream embedded derivative, continuity schedule (Details) - Silver stream embedded derivative - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Continuity schedule for embedded derivative | ||
Balance, beginning of period | $ 0 | $ 0 |
Change in fair value | 3,090 | |
Balance, end of period | $ 3,090 | $ 0 |
Fair value measurement - Copper
Fair value measurement - Copper stream embedded derivative, key inputs were used (Details) - Copper stream embedded derivative | Dec. 31, 2023 |
Spot price | |
Key inputs used for valuation | |
Significant unobservable input, asset | 8,556 |
Price volatility | |
Key inputs used for valuation | |
Significant unobservable input, asset | 22.87 |
Own credit spread | |
Key inputs used for valuation | |
Significant unobservable input, asset | 8.94 |
Fair value measurement - Copp_2
Fair value measurement - Copper stream embedded derivative, continuity schedule (Details) - Copper stream embedded derivative - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Continuity schedule for embedded derivative | ||
Balance, beginning of period | $ 0 | $ 0 |
Initial recognition | 4,430 | 0 |
Change in fair value | (3,657) | 0 |
Balance, end of period | $ 773 | $ 0 |
Fair value measurement - Warran
Fair value measurement - Warrants schedule (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Public warrants | ||
Continuity schedule | ||
Balance, beginning of period | $ 4,335 | $ 5,174 |
Change in fair value | 10,778 | (839) |
Balance, end of period | 15,113 | 4,335 |
Private Placement Warrants | ||
Continuity schedule | ||
Balance, beginning of period | 3,108 | 3,266 |
Promissory note conversion warrants | 103 | |
Issuance of warrants | 480 | |
Change in fair value | 7,965 | (638) |
Balance, end of period | 11,176 | $ 3,108 |
Mezz Warrants | ||
Continuity schedule | ||
Issuance of warrants | 13,665 | |
Change in fair value | 3,241 | |
Balance, end of period | $ 16,906 |
Fair value measurement - Warr_2
Fair value measurement - Warrants (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 20, 2021 | |
Public warrants | |||
Fair value measurement of liabilities | |||
Warrants outstanding | 8,838,260 | ||
Private Placement Warrants | |||
Fair value measurement of liabilities | |||
Warrants outstanding | 6,535,304 | ||
Initial recognition | $ 480 | ||
Mezz Warrants | |||
Fair value measurement of liabilities | |||
Warrants outstanding | 3,187,500 | ||
Number of warrants issued | 3,187,500 | ||
Initial recognition | $ 13,665 |
Fair value measurement - Warr_3
Fair value measurement - Warrants, assumptions used (Details) | Dec. 31, 2023 Y $ / shares |
Risk-free rate | |
Assumptions used for valuation | |
Significant unobservable input, liabilities | 0.0439 |
Warrant expected life | |
Assumptions used for valuation | |
Significant unobservable input, liabilities | Y | 5 |
Expected volatility | |
Assumptions used for valuation | |
Significant unobservable input, liabilities | 0.5335 |
Expected dividend yield | |
Assumptions used for valuation | |
Significant unobservable input, liabilities | 0 |
Share price | |
Assumptions used for valuation | |
Significant unobservable input, liabilities | $ / shares | 12.36 |
Fair value measurement - Mezz F
Fair value measurement - Mezz Facility embedded derivative (Details) - Mezz Facility embedded derivative - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Continuity schedule | ||
Balance, beginning of period | $ 0 | $ 0 |
Initial recognition | 42,698 | |
Interest payable | (8,527) | |
Change in fair value | 8,464 | |
Balance, end of period | $ 42,635 | $ 0 |
Fair value measurement - Conver
Fair value measurement - Conversion option (Details) $ in Thousands | Dec. 31, 2023 USD ($) Y | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) |
Assumptions used for valuation | |||
Derivative financial liabilities | $ | $ 98,527 | $ 7,443 | $ 8,440 |
Holding period | |||
Assumptions used for valuation | |||
Significant unobservable input, liabilities | Y | 5 | ||
Risk-free rate | |||
Assumptions used for valuation | |||
Significant unobservable input, liabilities | 0.0439 | ||
Expected volatility | |||
Assumptions used for valuation | |||
Significant unobservable input, liabilities | 0.5335 |
Fair value measurement - Commod
Fair value measurement - Commodity swap liability (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares USD ($) item | |
Swap contract [member] | |
Commodity swap liability | |
Derivative number of agreements | item | 3 |
Commodity Swap Contract with Citibank [Member] | |
Commodity swap liability | |
Notional quantity | $ | 12,255 |
Fixed price | $ / shares | 8,204.49 |
Commodity Swap Contract with Bank of Montreal [Member] | |
Commodity swap liability | |
Notional quantity | $ | 12,255 |
Fixed price | $ / shares | 8,214.35 |
Commodity Swap Contract with National Bank of Canada [Member] | |
Commodity swap liability | |
Notional quantity | $ | 12,255 |
Fixed price | $ / shares | 8,112.85 |
Fair value measurement - Contin
Fair value measurement - Contingent consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Contingent consideration | |||
Contingent consideration | $ 209,314 | ||
Royalty Deed | |||
Contingent consideration | |||
Contingent consideration | 43,985 | $ 0 | $ 0 |
Contingent copper consideration | |||
Contingent consideration | |||
Contingent consideration | 84,200 | $ 0 | $ 0 |
Deferred consideration | |||
Contingent consideration | |||
Contingent consideration | $ 81,129 |
Fair value measurement - Cont_2
Fair value measurement - Contingent consideration, Royalty deed (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Continuity schedule | |
Balance, end of period | $ 209,314 |
Royalty Deed | |
Contingent consideration | |
Royalty percentage (in %) | 1.50% |
Discount rate | 8% |
Continuity schedule | |
Balance, beginning of period | $ 0 |
Initial recognition | 43,130 |
Change in fair value | 855 |
Balance, end of period | $ 43,985 |
Fair value measurement - Cont_3
Fair value measurement - Contingent consideration, Contingent copper consideration (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) item $ / lb | |
Fair value measurement | |
Number of contingent payments | item | 2 |
Copper contingent consideration payment amount | $ | $ 75,000 |
18-month Trigger price | 4.25 |
18-Month period (in months) | 18 months |
24-month Trigger price | 4.50 |
24-Month period (in months) | 24 months |
Fair value measurement - Cont_4
Fair value measurement - Contingent consideration, Contingent copper consideration, key inputs (Details) | Dec. 31, 2023 $ / lb |
Price volatility | |
Assumptions used for valuation | |
Significant unobservable input, liabilities | 0.5335 |
Risk-free rate | |
Assumptions used for valuation | |
Significant unobservable input, liabilities | 0.0439 |
Contingent copper consideration | Long-term price | |
Assumptions used for valuation | |
Significant unobservable input, liabilities | 3.81 |
Contingent copper consideration | Spot price | |
Assumptions used for valuation | |
Significant unobservable input, liabilities | 3.84 |
Contingent copper consideration | Price volatility | |
Assumptions used for valuation | |
Significant unobservable input, liabilities | 25.12 |
Contingent copper consideration | Annual inflation rate | |
Assumptions used for valuation | |
Significant unobservable input, liabilities | 1.14 |
Contingent copper consideration | Risk-free rate | |
Assumptions used for valuation | |
Significant unobservable input, liabilities | 4.07 |
Contingent copper consideration | Reversion factor | |
Assumptions used for valuation | |
Significant unobservable input, liabilities | 11.55 |
Fair value measurement - Cont_5
Fair value measurement - Contingent consideration, Contingent copper consideration, continuity schedule (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Continuity schedule | |
Balance, end of period | $ 209,314 |
Contingent copper consideration | |
Continuity schedule | |
Balance, beginning of period | 0 |
Initial recognition | 81,000 |
Change in fair value | 3,200 |
Balance, end of period | $ 84,200 |
Fair value measurement - Cont_6
Fair value measurement - Contingent consideration, Deferred consideration (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Fair value measurement | |
Deferred cash payment | $ 75,000 |
Capital Management (Details)
Capital Management (Details) $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Capital management | ||||
Loans and borrowings | $ 448,875 | $ 786 | ||
Lease liabilities | 15,806 | |||
Trade and other payables | $ 604 | |||
Derivative financial liabilities | 98,527 | 7,443 | 8,440 | |
Other financial liabilities | 217,616 | 280,996 | 253,530 | |
Cash | (32,372) | (42) | (955) | $ (955) |
Net debt | 838,373 | 290,110 | ||
Equity | $ 268,027 | $ (19,961) | $ 4,064 | $ 4,064 |
Net debt equity ratio | 0.0313 | (0.1453) |
Share capital, share premium _3
Share capital, share premium and other capital reserves - Schedule of ordinary shares (Details) $ in Thousands, $ in Millions | 12 Months Ended | |||
Feb. 15, 2024 USD ($) | Feb. 15, 2024 AUD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Share capital | ||||
Beginning balance | $ (20,931) | |||
Proceeds from issuance of shares | $ 210,800 | $ 325 | ||
Share issuance cost | (6,771) | |||
Ending balance | (165,485) | $ (20,931) | ||
Share Premium | ||||
Beginning balance | (19,961) | |||
Ending balance | 268,027 | (19,961) | ||
Other capital reserves | ||||
Contribution of conversion price in excess of fair value of warrants | 198 | $ 945 | ||
Amount in excess of the face value over the present value on related promissory note | 69 | |||
Public shareholders - non-redemption | ||||
Share capital | ||||
Issue of shares | 34,431 | |||
Glencore | ||||
Share capital | ||||
Rollover shares - Glencore | 100,000 | |||
PIPE | Osisko | ||||
Share capital | ||||
Issue of shares | 15,000 | |||
PIPE | Sprott | ||||
Share capital | ||||
Issue of shares | 15,000 | |||
PIPE | BlackRock | ||||
Share capital | ||||
Issue of shares | 45,000 | |||
PIPE A and PIPE B | ||||
Share capital | ||||
Issue of shares | 184,517 | |||
Backstop facility | Osisko | ||||
Share capital | ||||
Issue of shares | $ 25,000 | |||
Ordinary shares | ||||
Number of shares | ||||
Beginning balance (in shares) | shares | 6,628,695 | 6,628,695 | ||
Issued during the year (in shares) | shares | 43,607,849 | |||
Ending balance (in shares) | shares | 50,236,544 | 6,628,695 | ||
Share capital | ||||
Beginning balance | $ 1 | $ 1 | ||
Issue of shares | 0 | |||
Proceeds from issuance of shares | 4 | |||
Ending balance | 5 | 1 | ||
Share Premium | ||||
Beginning balance | 24 | 24 | ||
Gross proceeds from issuance of shares | 439,042 | |||
Share issuance cost | (6,771) | |||
Ending balance | 432,295 | 24 | ||
Other capital reserves | ||||
Beginning balance | 945 | |||
Issued during the year | 945 | |||
Contribution of conversion price in excess of fair value of warrants | 198 | |||
Amount in excess of the face value over the present value on related promissory note | 69 | |||
Gross proceeds from issuance of shares | 267 | |||
Ending balance | $ 1,212 | $ 945 | ||
Ordinary shares | Public shareholders - non-redemption | ||||
Number of shares | ||||
Number of of shares issued for acquisition | shares | 3,329,006 | |||
Share Premium | ||||
Issued during the year | $ 34,431 | |||
Ordinary shares | Glencore | ||||
Number of shares | ||||
Issued during the year (in shares) | shares | 10,000,000 | |||
Share capital | ||||
Rollover shares - Glencore | $ 1 | |||
Share Premium | ||||
Glencore rollover shares | $ 99,999 | |||
Ordinary shares | PIPE | Osisko | ||||
Number of shares | ||||
Issued during the year (in shares) | shares | 1,500,000 | |||
Share Premium | ||||
Issued during the year | $ 15,000 | |||
Ordinary shares | PIPE | Sprott | ||||
Number of shares | ||||
Issued during the year (in shares) | shares | 1,500,000 | |||
Share Premium | ||||
Issued during the year | $ 15,000 | |||
Ordinary shares | PIPE | BlackRock | ||||
Number of shares | ||||
Issued during the year (in shares) | shares | 4,500,000 | |||
Share capital | ||||
Issue of shares | $ 1 | |||
Share Premium | ||||
Issued during the year | $ 44,999 | |||
Ordinary shares | PIPE A and PIPE B | ||||
Number of shares | ||||
Issued during the year (in shares) | shares | 18,451,747 | |||
Share capital | ||||
Issue of shares | $ 2 | |||
Share Premium | ||||
Issued during the year | $ 184,515 | |||
Ordinary shares | Backstop facility | Osisko | ||||
Number of shares | ||||
Issued during the year (in shares) | shares | 2,500,000 | |||
Share Premium | ||||
Issued during the year | $ 25,000 | |||
Ordinary shares | Pipe Financing October 2023 | ||||
Number of shares | ||||
Issued during the year (in shares) | shares | 1,827,096 | |||
Share Premium | ||||
Issued during the year | $ 20,098 |
Share capital, share premium _4
Share capital, share premium and other capital reserves - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 13, 2023 USD ($) $ / shares shares | Jun. 16, 2023 USD ($) $ / shares shares | Apr. 14, 2023 $ / shares | Mar. 20, 2023 USD ($) $ / shares shares | Mar. 10, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jan. 01, 2022 USD ($) $ / shares shares | Sep. 03, 2021 shares | Mar. 31, 2021 shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Share capital | ||||||||||
Ordinary shares, Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Number of shares issued | 1,827,096 | |||||||||
Proceeds from issue of share capital | $ | $ 332,275 | |||||||||
Share issue price (in dollars per share) | $ / shares | $ 10 | |||||||||
Number Of Shares Issued Upon Conversion Of Each Share Of Merged Entity | 1 | |||||||||
Payments to redeem shares | $ | 0 | |||||||||
Percentage of issued share capital acquired | 100% | |||||||||
Share issuance costs | $ | 6,771 | |||||||||
October equity | ||||||||||
Share capital | ||||||||||
Share issuance costs | $ | 1,008 | |||||||||
CMPL | ||||||||||
Share capital | ||||||||||
Share issue price (in dollars per share) | $ / shares | $ 10 | |||||||||
Percentage of issued share capital acquired | 100% | |||||||||
Number of of shares issued for acquisition | 10,000,000 | |||||||||
Value of shares issued for acquisition | $ | $ 100,000 | |||||||||
Share issuance costs | $ | 5,763 | |||||||||
Glencore | ||||||||||
Share capital | ||||||||||
Value of shares issued for acquisition | $ | $ 100,000 | |||||||||
PIPE | BlackRock | ||||||||||
Share capital | ||||||||||
Number of shares issued | 4,500,000 | |||||||||
Proceeds from issue of share capital | $ | $ 45,000 | |||||||||
Share issue price (in dollars per share) | $ / shares | $ 10 | |||||||||
Number of Founder Shares Transferred | 315,000 | |||||||||
PIPE A and PIPE B | ||||||||||
Share capital | ||||||||||
Number of shares issued | 18,451,747 | |||||||||
Proceeds from issue of share capital | $ | $ 184,517 | |||||||||
Share issue price (in dollars per share) | $ / shares | $ 10 | |||||||||
PIPE A | ||||||||||
Share capital | ||||||||||
Proceeds from issue of share capital | $ | $ 53,328 | |||||||||
PIPE B | ||||||||||
Share capital | ||||||||||
Proceeds from issue of share capital | $ | $ 131,189 | |||||||||
Class A ordinary shares | ||||||||||
Share capital | ||||||||||
Number of shares authorized | 200,000,000 | |||||||||
Ordinary shares, Par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||
Number of shares redeemed | 23,185,774 | |||||||||
Redemption price ( in dollars per share) | $ / shares | $ 10.34 | |||||||||
Number of Shares Converted | 3,329,006 | |||||||||
Share conversion price (in dollars per share) | $ / shares | $ 10 | |||||||||
Share conversion, value | $ | $ 34,431 | |||||||||
Number of shares outstanding | 0 | 0 | ||||||||
Number of Shares Subject to Possible Redemption | 26,514,780 | 26,514,780 | ||||||||
Class B Ordinary Shares | ||||||||||
Share capital | ||||||||||
Number of shares authorized | 20,000,000 | |||||||||
Ordinary shares, Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Number of shares issued during period | 7,187,500 | |||||||||
Number of Shares Subject to Forfeiture | 558,805 | 0.0001 | ||||||||
Number of Shares Forfeited | 937,500 | |||||||||
Number of shares issued | 6,628,695 | 6,628,695 | ||||||||
Proceeds from issue of share capital | $ | $ 25 | $ 25 | ||||||||
Share issue price (in dollars per share) | $ / shares | $ 0.004 | $ 0.004 | ||||||||
Ordinary share conversion to another class of shares (as a percent) | 20% | |||||||||
Number Of Shares Issued Upon Conversion Of Each Share Of Merged Entity | 1 | |||||||||
Class B Ordinary Shares | Minimum | ||||||||||
Share capital | ||||||||||
Conversion ratio | 1 | |||||||||
Anchor Investors | ||||||||||
Share capital | ||||||||||
Number of Sponsor Shares Sold | 1,272,500 | |||||||||
Share issue price (in dollars per share) | $ / shares | $ 0.003 | |||||||||
Cornerstone Investors | ||||||||||
Share capital | ||||||||||
Number of Founder Shares Transferred | 985,000 | |||||||||
Ordinary share [member] | ||||||||||
Share capital | ||||||||||
Number of shares authorized | 100,000,000 | 220,000,000 | ||||||||
Ordinary shares, Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Number of shares issued | 50,236,544 | |||||||||
Number of shares outstanding | 50,236,544 | |||||||||
Ordinary share [member] | PIPE | Osisko | ||||||||||
Share capital | ||||||||||
Number of shares issued | 1,500,000 | |||||||||
Proceeds from issue of share capital | $ | $ 15,000 | |||||||||
Share issue price (in dollars per share) | $ / shares | $ 10 | |||||||||
Ordinary share [member] | PIPE | Sprott | ||||||||||
Share capital | ||||||||||
Number of shares issued | 1,500,000 | |||||||||
Proceeds from issue of share capital | $ | $ 15,000 | |||||||||
Share issue price (in dollars per share) | $ / shares | $ 10 | |||||||||
Ordinary share [member] | Backstop facility | Osisko | ||||||||||
Share capital | ||||||||||
Number of shares issued | 2,500,000 | |||||||||
Proceeds from issue of share capital | $ | $ 25,000 | |||||||||
Share issue price (in dollars per share) | $ / shares | $ 10 | |||||||||
Ordinary share [member] | Pipe Financing October 2023 | ||||||||||
Share capital | ||||||||||
Number of shares issued | 1,827,096 | |||||||||
Proceeds from issue of share capital | $ | $ 20,098 | |||||||||
Share issue price (in dollars per share) | $ / shares | $ 11 | |||||||||
Ordinary share [member] | Class A ordinary shares | ||||||||||
Share capital | ||||||||||
Number of shares authorized | 220,000,000 | |||||||||
Preference shares | ||||||||||
Share capital | ||||||||||
Number of shares authorized | 25,000,000 | |||||||||
Ordinary shares, Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Number of shares issued | 0 | 0 | 0 | |||||||
Number of shares outstanding | 0 | 0 | 0 |
Acquisition of subsidiary - Con
Acquisition of subsidiary - Consideration Payable (Details) $ in Thousands, $ in Millions | Dec. 31, 2023 USD ($) | Jun. 16, 2023 USD ($) | Jun. 16, 2023 AUD ($) |
Disclosure of detailed information about business combination [line items] | |||
Percentage of issued share capital acquired | 100% | 100% | |
Deferred Consideration | $ 75,000 | ||
CMPL | |||
Disclosure of detailed information about business combination [line items] | |||
Percentage of issued share capital acquired | 100% | 100% | |
Cash consideration | $ 775,000 | ||
Less: working capital and other adjustments | (4,484) | ||
Cash consideration on closing | 770,516 | ||
Royalty deed | 43,130 | ||
Deferred Consideration | 75,000 | ||
Contingent copper consideration | 81,000 | ||
Glencore rollover shares | 100,000 | ||
Total | $ 1,100,000 | $ 1,640 |
Acquisition of subsidiary - Add
Acquisition of subsidiary - Additional information (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 16, 2023 USD ($) payment | Jun. 16, 2023 USD ($) payment $ / lb | Jun. 16, 2023 USD ($) payment D | Jun. 16, 2023 USD ($) payment $ / t | Dec. 31, 2023 USD ($) item | Dec. 31, 2023 USD ($) item $ / lb | |
Disclosure of detailed information about business combination [line items] | ||||||
Deferred Consideration | $ 75,000 | $ 75,000 | ||||
Number of contingent payments | item | 2 | 2 | ||||
Copper contingent consideration payment amount | $ 75,000 | $ 75,000 | ||||
18-month Trigger price | $ / lb | 4.25 | |||||
18-Month period (in months) | 18 months | |||||
24-Month period (in months) | 24 months | |||||
24-month Trigger price | $ / lb | 4.50 | |||||
CMPL | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Deferred Consideration | $ 75,000 | $ 75,000 | $ 75,000 | $ 75,000 | ||
Ordinary shares issued at a discount (in %) | 30% | 30% | 30% | 30% | ||
Trading day period (in days) | D | 20 | |||||
Copper contingent consideration | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | ||
Number of contingent payments | payment | 2 | 2 | 2 | 2 | ||
Copper contingent consideration payment amount | $ 75,000 | $ 75,000 | $ 75,000 | $ 75,000 | ||
18-month Trigger price | 4.25 | 9,370 | ||||
18-Month period (in months) | 18 months | |||||
24-Month period (in months) | 24 months | |||||
24-month Trigger price | 4.50 | 9,920 | ||||
Contingent copper consideration | $ 81,000 | $ 81,000 | $ 81,000 | $ 81,000 | ||
Royalty percentage (in %) | 1.50% | 1.50% | 1.50% | 1.50% | ||
Fair value of contingent consideration on acquisition date | $ 43,130 | $ 43,130 | $ 43,130 | $ 43,130 | ||
Effective interest rate (in %) | 8% | 8% | 8% | 8% | ||
Fair value impact of change in contingent consideration | $ 3,200 | |||||
CMPL | Minimum | 3-Month SOFR | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Interest rate margin (in %) | 8% | 8% | 8% | 8% | ||
CMPL | Maximum | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Deferred Consideration | $ 75,000 | $ 75,000 | $ 75,000 | $ 75,000 | ||
Percentage of proceeds of equity raise that can be used for deferred consideration (in %) | 50% | 50% | 50% | 50% | ||
CMPL | Maximum | 3-Month SOFR | ||||||
Disclosure of detailed information about business combination [line items] | ||||||
Interest rate margin (in %) | 12% | 12% | 12% | 12% |
Acquisition of subsidiary - All
Acquisition of subsidiary - Allocation of assets acquired and liabilities assumed (Details) - CMPL - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 16, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | |
Disclosure of detailed information about business combination [line items] | |||
Trade and other receivables | $ 1,641 | ||
Inventories | 32,893 | ||
Property, plant and equipment | 1,216,263 | ||
Exploration and evaluation | 17,918 | ||
Other assets | 1,404 | ||
Trade and other payables | (23,569) | ||
Lease liabilities | (504) | ||
Provisions | (40,371) | ||
Deferred tax liabilities | (136,029) | ||
Total net identifiable assets acquired | 1,069,646 | ||
Transaction costs | $ 12,217 | ||
Revenue since acquisition | $ 158,999 | ||
Copper sales | 153,530 | ||
Silver sales | 5,469 | ||
Profit since acquisition | $ 18,259 | ||
Pro forma revenue | 300,954 | ||
Pro forma loss | $ 145,513 |
List of subsidiaries (Details)
List of subsidiaries (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Metals Acquisition Corp (Australia) Pty Ltd | ||
List of subsidiaries | ||
Proportion of ownership interest in subsidiary | 100% | 100% |
MAC AU 1 Pty Ltd | ||
List of subsidiaries | ||
Proportion of ownership interest in subsidiary | 100% | |
MAC AU 2 Pty Ltd | ||
List of subsidiaries | ||
Proportion of ownership interest in subsidiary | 100% | |
MAC AU 3 Pty Ltd | ||
List of subsidiaries | ||
Proportion of ownership interest in subsidiary | 100% | |
MAC AU 4 Pty Ltd | ||
List of subsidiaries | ||
Proportion of ownership interest in subsidiary | 100% | |
Cobar Management Pty Limited ("CMPL") | ||
List of subsidiaries | ||
Proportion of ownership interest in subsidiary | 100% |
Related party disclosures - Key
Related party disclosures - Key management personnel compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related party disclosures | ||
Short-term employee benefits | $ 2,034 | |
Post-employment benefits | 27 | |
Share-based payments | 3,332 | $ 224 |
Total | $ 5,393 | $ 224 |
Related party disclosures - Sha
Related party disclosures - Share subscriptions and private placements (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 14, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2023 |
Related party disclosures | ||||
Aggregate shares to be issued | 11,362,506 | |||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | |||
Share issue price (in dollars per share) | $ 10 | |||
Aggregate price of shares to be issued | $ 113,625 | |||
Class B Ordinary Shares | ||||
Related party disclosures | ||||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | |||
Share issue price (in dollars per share) | $ 0.004 | $ 0.004 | ||
Michael James McMullen | ||||
Related party disclosures | ||||
Aggregate price of shares to be issued | 1,500 | |||
Katherine Crouse | ||||
Related party disclosures | ||||
Aggregate price of shares to be issued | 250 | |||
Merrin | ||||
Related party disclosures | ||||
Aggregate price of shares to be issued | $ 50 | |||
GMM | Class B Ordinary Shares | ||||
Related party disclosures | ||||
Number of founder shares transferred | 517,500 |
Related party disclosures - Rel
Related party disclosures - Related party promissory note (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Sponsor | |
Related party disclosures | |
Available Copper Deposit | $ 340 |
Related party disclosures - Spo
Related party disclosures - Sponsor transfer consideration (Details) $ / shares in Units, $ in Thousands | Jun. 16, 2023 USD ($) $ / shares shares |
Related party disclosures | |
Acquisition Costs | $ | $ 800 |
BEP Special Situations VI LLC | |
Related party disclosures | |
Number of Founder Shares Transferred | shares | 83,333 |
Number of shares agreed to issue | shares | 2,000,000 |
Share issue price (in dollars per share) | $ / shares | $ 10 |
Sponsor | |
Related party disclosures | |
Payment for transfer of economics | $ | $ 800 |
Related party disclosures - Tra
Related party disclosures - Transactions with Glencore (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 16, 2023 | Apr. 14, 2023 | Dec. 31, 2023 | |
Related party disclosures | |||
Share issue price (in dollars per share) | $ 10 | ||
Glencore Operations Australia | |||
Related party disclosures | |||
Contractual commitment | $ 44,031 | ||
Interest rate on guarantee liabilities | 2.75% | ||
Amount of interest paid | $ 317 | ||
CMPL | |||
Related party disclosures | |||
Number of of shares issued for acquisition | 10,000,000 | ||
Share issue price (in dollars per share) | $ 10 | ||
Value of shares issued for acquisition | $ 100,000 | ||
Royalty percentage (in %) | 1.50% | ||
Royalty paid | 1,067 | ||
Glencore | CMPL | |||
Related party disclosures | |||
Number of of shares issued for acquisition | 10,000,000 | ||
Share issue price (in dollars per share) | $ 10 | ||
Value of shares issued for acquisition | $ 100,000 | ||
Glencore International AG ("GIAG") | |||
Related party disclosures | |||
Revenue | 158,999 | ||
Glencore International AG ("GIAG") | Copper | |||
Related party disclosures | |||
Revenue | 153,530 | ||
Glencore International AG ("GIAG") | Sliver | |||
Related party disclosures | |||
Revenue | 5,469 | ||
CMPL and Glencore Australia Holdings Pty Ltd | |||
Related party disclosures | |||
Expense from related party transaction | 920 | ||
Glencore Australia Oil Pty Ltd and CMPL | |||
Related party disclosures | |||
Expense from related party transaction | 2,450 | ||
MAC Australia and Glencore Operations Australia | |||
Related party disclosures | |||
Decrease in estimated purchase price payable under related party agreement | 15,000 | ||
Increase in final adjustment amount payable under related party agreement | 15,000 | ||
Interest-free, working capital loan | $ 15,000 |
First time adoption of IFRS - B
First time adoption of IFRS - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Current assets | ||||
Cash and cash equivalents | $ 32,372 | $ 42 | $ 955 | $ 955 |
Trade and other receivables | 33,242 | 53 | ||
Prepayments and other current assets | 1,560 | 201 | 340 | |
Total current assets | 88,936 | 296 | 1,295 | |
Non-current assets | ||||
Investments | 268,909 | 265,156 | ||
Prepayments and other non-current assets | 986 | 187 | ||
Total non-current assets | 1,216,967 | 269,895 | 265,343 | |
Total assets | 266,638 | |||
Current liabilities | ||||
Trade and other payables | 604 | |||
Other financial liabilities | 604 | |||
Deferred liabilities | 500 | 7,239 | ||
Deferred underwriting discount | 7,280 | |||
Total current liabilities | 604 | |||
Non-current liabilities | ||||
Derivative financial liability | 264,477 | 8,440 | ||
Total non-current liabilities | 1,037,876 | 290,152 | ||
Total liabilities | 262,574 | |||
Net assets | 5 | 1 | ||
Class A ordinary shares subject to possible redemption, | 1 | |||
Equity | ||||
Ordinary shares | (19,961) | 1 | ||
Additional paid-in capital | 24 | |||
(Accumulated deficit) / retained earnings | 4,039 | |||
Total equity | $ 268,027 | (19,961) | 4,064 | $ 4,064 |
Total liabilities, class A ordinary shares subject to possible redemption, and equity | 266,638 | |||
US GAAP | ||||
Current assets | ||||
Cash and cash equivalents | 42 | 955 | ||
Trade and other receivables | 53 | |||
Prepayments and other current assets | 201 | 340 | ||
Total current assets | 296 | 1,295 | ||
Non-current assets | ||||
Investments | 268,909 | 265,156 | ||
Prepayments and other non-current assets | 986 | 187 | ||
Total non-current assets | 269,895 | 265,343 | ||
Total assets | 266,638 | |||
Current liabilities | ||||
Trade and other payables | 786 | 604 | ||
Other financial liabilities | 7,239 | |||
Deferred liabilities | 9,280 | |||
Deferred underwriting discount | 18,232 | |||
Total current liabilities | 604 | |||
Non-current liabilities | ||||
Derivative financial liability | 8,440 | |||
Other financial liabilities | 7,443 | |||
Deferred underwriting discount | 9,280 | |||
Total non-current liabilities | 25,675 | 17,720 | ||
Total liabilities | 18,324 | |||
Net assets | 248,314 | |||
Class A ordinary shares subject to possible redemption, | 1 | 265,148 | ||
Equity | ||||
Ordinary shares | (24,393) | 1 | ||
(Accumulated deficit) / retained earnings | (16,835) | |||
Total equity | (16,834) | |||
Total liabilities, class A ordinary shares subject to possible redemption, and equity | 266,638 | |||
Effect of transition to IFRS | ||||
Current liabilities | ||||
Loans and borrowings | 16,519 | |||
Other financial liabilities | (7,239) | |||
Deferred liabilities | (9,280) | |||
Non-current liabilities | ||||
Derivative financial liability | 264,477 | |||
Other financial liabilities | 264,477 | 253,530 | ||
Deferred underwriting discount | (9,280) | |||
Total non-current liabilities | 264,477 | 244,250 | ||
Total liabilities | 244,250 | |||
Net assets | (244,250) | |||
Class A ordinary shares subject to possible redemption, | (265,148) | |||
Equity | ||||
Ordinary shares | $ 4,432 | |||
Additional paid-in capital | 24 | |||
(Accumulated deficit) / retained earnings | 20,874 | |||
Total equity | $ 20,898 |
First time adoption of IFRS -_2
First time adoption of IFRS - Balance Sheet (Parentheticals) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
First time adoption of IFRS | ||
Shares subject to possible redemption (in shares) | 26,514,780 | 26,514,780 |
Redemption price per share (in dollars per share) | $ 10.14 | $ 10 |
First time adoption of IFRS - I
First time adoption of IFRS - Income Statement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of net (loss) income | ||
Administrative expenses | $ (79,607,000) | $ (9,973,000) |
Loss from operations | (74,948,000) | (9,973,000) |
Finance income | 5,448,000 | 3,753,000 |
Finance costs | (42,803,000) | (20,234,000) |
Net change in fair value of financial instruments | 1,484,000 | |
Net finance costs | (14,997,000) | |
Net loss for the year | $ (144,554,000) | (24,970,000) |
US GAAP | ||
Reconciliation of net (loss) income | ||
Operating and formation costs | (2,117,000) | |
Acquisition costs | (7,625,000) | |
Stock compensation expense | (224,000) | |
Loss from operations | (9,966,000) | |
Finance income | 3,753,000 | |
Change in fair value of warrants | 1,477,000 | |
Change in fair value of conversion option | 7,000 | |
Amortization of discount on convertible promissory note | (8,000) | |
Bank fee | (5,000) | |
Net finance costs | 5,224,000 | |
Effect of transition to IFRS | ||
Reconciliation of net (loss) income | ||
Administrative expenses | (9,973,000) | |
Operating and formation costs | 2,117,000 | |
Acquisition costs | 7,625,000 | |
Stock compensation expense | 224,000 | |
Loss from operations | (7,000) | |
Finance costs | (20,234,000) | |
Net change in fair value of financial instruments | 1,484,000 | |
Change in fair value of warrants | (1,477,000) | |
Change in fair value of conversion option | (7,000) | |
Amortization of discount on convertible promissory note | 8,000 | |
Bank fee | 5,000 | |
Net finance costs | $ (20,221,000) |
First time adoption of IFRS - A
First time adoption of IFRS - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disclosure of redesignated financial assets and liabilities [line items] | ||
Aggregate discount | $ 28,832 | |
Financial liabilities, proceeds from offering | 265,148 | |
Financial liabilities, fair value of the public warrants | 14,053 | |
Financial liabilities, offering costs | $ 14,779 | |
Financial liabilities, discount, amortisation period | 24 months | |
Class A ordinary shares | ||
Disclosure of redesignated financial assets and liabilities [line items] | ||
Interest expense | $ 7,762 | $ 20,234 |
Commitments and contingencies (
Commitments and contingencies (Details) $ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 AUD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Commitments and contingencies | ||||
Number of demands | 3 | |||
Glencore Operations Australia | ||||
Commitments and contingencies | ||||
Contractual commitment | $ 44,031 | |||
Interest rate on guarantee liabilities | 2.75% | |||
Registration Rights | ||||
Commitments and contingencies | ||||
Offering price | $ 50,000 | |||
Rehabilitation obligations | ||||
Commitments and contingencies | ||||
Total value of guarantees | $ 44,683 | $ 0 | ||
Capital expenditure commitments | $ 1,415 | $ 0 | $ 0 |
Subsequent events (Details)
Subsequent events (Details) $ in Thousands, $ in Millions | Feb. 16, 2024 USD ($) | Feb. 16, 2024 AUD ($) | Feb. 09, 2024 USD ($) | Feb. 09, 2024 AUD ($) | Jun. 16, 2023 USD ($) | Jun. 16, 2023 AUD ($) |
CMPL | ||||||
Subsequent events | ||||||
Consideration transferred, acquisition-date fair value | $ 1,100,000 | $ 1,640 | ||||
Shares issuance under subscription agreement | Initial Public Offering | ||||||
Subsequent events | ||||||
Amount of proceeds to be raised | $ 214,000 | $ 325 | ||||
Repayment of Deferred Consideration Liability | CMPL | ||||||
Subsequent events | ||||||
Repayments of Deferred Consideration | $ 82,900 | $ 127 |