MAC Copper Limited Provides Update on Recommended Transaction with Harmony

MAC Copper Limited ARBN 671 963 198 (NYSE:MTAL; ASX:MAC)

MAC Copper Limited (NYSE:MTAL, ASX:MAC) (" MAC " or the " Company ") is pleased to provide the following update on the proposed acquisition of 100% of the issued share capital in MAC by Harmony Gold (Australia) Pty Ltd (a wholly owned subsidiary of Harmony Gold Mining Company Limited (JSE:HAR, NYSE:HMY)) (" Harmony ") by way of a Jersey law scheme of arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991 (as amended) (" Scheme ") (the " Transaction ").

Capitalised terms used in this announcement have the meaning given to them in the Implementation Deed released to ASX and NYSE on 27 May 2025, unless the context otherwise requires.

Directions hearing and indicative timetable

MAC is pleased to advise that the First Court Hearing is scheduled for 10:00 a.m. (Jersey time) on 30 July 2025. The purpose of the First Court Hearing is to obtain an order from the Court to, among other things, dispatch the Scheme Circular and convene the Scheme Meeting and General Meeting. Following the conclusion of the First Court Hearing, MAC will release an announcement setting out the outcome of the hearing to be released on the ASX and furnished to the SEC.

Subject to obtaining the order from the Court at the First Court Hearing, MAC anticipates the indicative timetable for the next steps of the Transaction to be as follows:

Event

Date and Time (Jersey time) 1

Voting record date for Scheme Meeting and General Meeting 2

4:00 pm (New York time) on Tuesday, 29 July for Scheme Shareholders and MAC Shareholders (as applicable)

7:00 pm (Sydney time) on Tuesday, 29 July for MAC CDI Holders

Dispatch of Scheme Circular

Monday, 4 August 2025

Latest time for lodging CDI voting instruction forms for Scheme Meeting and General Meeting

12:30 pm (Jersey time) / 7:30 am (New York time) / 9:30 pm (Sydney time) on Tuesday, 26 August 2025

Latest time for lodging proxy forms for Scheme Meeting and General Meeting

12:30 pm (Jersey time) / 7:30 am (New York time) / 9:30 pm (Sydney time) on Wednesday, 27 August 2025

Scheme Meeting

12:30 pm (Jersey time) / 7:30 am (New York time) / 9:30 pm (Sydney time) on Friday, 29 August 2025

General Meeting

1:00 pm (Jersey time) / 8:00 am (New York time) / 10:00 pm (Sydney time) on Friday, 29 August 2025 (or as soon thereafter as the Scheme Meeting has concluded or been adjourned)

Notes:

  1. All dates and times are based on MAC and Harmony's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change materially, the revised dates and/or times will be published by a public announcement furnished to the SEC and released to the ASX and by making such announcement available on MAC's website at www.maccopperlimited.com .
  2. Individuals that become MAC Shareholders (or MAC CDI Holders) after this date will not be entitled to vote (or in the case of MAC CDI Holders, will not be entitled to instruct CHESS Depositary Nominees Pty Ltd to vote) at the Scheme Meeting and General Meeting.

Further detail and information on the Transaction will be set out in the dispatched Scheme Circular.

Status of conditions

The Transaction is conditional, among other things, on MAC obtaining from each counterparty to the Silver Stream, the Copper Stream, the Royalty Deed and the Intercreditor Deed all necessary consents, approvals, amendments, exemptions or waivers in respect of the Transaction (in a form and subject to such conditions which are satisfactory to Harmony (acting reasonably) (the Consents Condition ).

MAC and Harmony have agreed that the Consents Condition will be taken to be satisfied when:

  • various restructuring documents with Harmony, OR Royalties Limited (formerly Osisko Bermuda Limited) ( OR Royalties ) (in relation to the Copper Stream and the Silver Stream) and Glencore (in relation to the Royalty Deed) (the Restructuring Documents ) have been executed by each of the parties to those documents; and
  • certain specified conditions precedent to one of the Restructuring Documents, being a restructure deed between MAC, Harmony, OR Royalties, CSA Jersey Limited (a newly incorporated wholly-owned subsidiary of MAC), MAC Australia and CMPL, are satisfied or waived by OR Royalties (the Streams Restructure Deed ).

MAC is pleased to announce that it has entered into the Restructuring Documents with Harmony, OR Royalties and Glencore (as applicable) pursuant to which the parties have agreed to amend various documents in connection with the Copper Stream, the Silver Stream and the Royalty Deed, with such amendments to take effect after the Scheme has been implemented.

Following the execution of the Restructuring Documents, the only steps required to satisfy the Consents Condition, are for the specified conditions precedent to the Streams Restructure Deed to be satisfied or waived. These conditions include:

  • the delivery of customary certificates, legal opinions and other ancillary documents to OR Royalties;
  • no event of default or trigger event occurring under the Silver Stream or Copper Stream before the date that is two Business Days before the Court Sanction Hearing; and
  • the form of the deed of release in respect of the Senior Debt being agreed by all parties to that deed, Harmony and OR Royalties.

In relation to the regulatory approvals required in connection with the Transaction, Harmony (with the assistance of MAC) has submitted applications to the Australian Foreign Investment Review Board (on behalf of the Australian Federal Treasurer) and the South African Reserve Bank to obtain the requisite regulatory approvals.

Unanimous Board Recommendation

The MAC board continues to unanimously recommend that MAC shareholders vote in favour of the Scheme, in the absence of a Superior Proposal (as defined in the Implementation Deed). Each of MAC's directors (who together hold or control 2.4% of MAC's total current fully paid ordinary shares and CDIs on issue) also intend to vote their MAC shares in favour of the Scheme, subject to the same qualification.

– Ends –

This announcement has been authorised for release by Mick McMullen, CEO and Director.

About MAC Copper Limited

MAC Copper Limited (NYSE:MTAL; ASX:MAC) is a company focused on operating and acquiring metals and mining businesses in high quality, stable jurisdictions that are critical in the electrification and decarbonization of the global economy.

Important Notices and Disclaimers

Important Notices

This announcement has been prepared in relation to the proposed acquisition by Harmony of 100% of the issued share capital in MAC by way of a Jersey law scheme of arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991.

The release, publication or distribution of this announcement in jurisdictions other than Australia, the United States, Jersey and the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Australia, the United States, Jersey and the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in Australia, the United States, Jersey and the United Kingdom or who are subject to the laws of another jurisdiction to vote their MAC Shares in respect of the Scheme, or to execute and deliver forms of proxy appointing another to vote on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.

Copies of this announcement and any formal documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any such jurisdiction. Doing so may render invalid any related purported vote in respect of the Transaction.

If the Scheme is implemented, Harmony would acquire 100% of the issued share capital in MAC in exchange for the Scheme consideration, subject to the terms and conditions described in the Implementation Deed entered into on 27 May 2025. A copy of the Implementation Deed is available on the ASX website (at www.asx.com.au ) and the MAC website (at www.maccopperlimited.com ).

A Scheme Circular containing further important information related to the Scheme will also be sent to MAC shareholders.

As the Scheme will be governed by Jersey law, the Transaction will not be subject to the Corporation Act 2001 (Cth) (subject to receipt of relevant consents, waivers, relief or approvals from ASIC) or the oversight of ASIC or the Australian Takeovers Panel.

Disclaimer

No person other than MAC has authorised or caused the issue, release, submission, distribution or provision of this announcement, or takes any responsibility for, or makes or purports to make, any statements, representations or undertakings in this announcement.

MAC, to the maximum extent permitted by law, expressly exclude and disclaim all liability (including, without limitation, any liability arising out of fault or negligence on the part of any person) for any direct, indirect, consequential or contingent loss or damage, or for any costs or expenses, arising from the use of this announcement or its contents or otherwise arising in connection with it or the Scheme.

MAC does not make any representation or warranties (express or implied) to you about the Scheme or about the currency, accuracy, reliability or completeness of the information, opinions and conclusions in this announcement (including, without limitation, any financial information, any estimates or projections and any other financial information).

Forward Looking Statements

This release includes "forward-looking statements." The forward-looking information is based on the Company's expectations, estimates, projections and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management of the Company believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Assumptions have been made by the Company regarding, among other things: the price of copper, continuing commercial production at the CSA Copper Mine without any major disruption, the receipt of required governmental approvals, the accuracy of capital and operating cost estimates, the ability of the Company to operate in a safe, efficient and effective manner and the ability of the Company to obtain financing as and when required and on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used by the Company. Although management believes that the assumptions made by the Company and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate.

MAC's actual results may differ from expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward- looking statements. These forward-looking statements include, without limitation, MAC's expectations with respect to future performance of the CSA Copper Mine. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside MAC's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing, including obtaining required shareholder and regulatory approvals, and the satisfaction of other conditions to the completion of the Transaction; (ii) the ability of Harmony or its affiliates to obtain the necessary financing arrangements; (iii) potential litigation relating to the Transaction that could be instituted against MAC, Harmony or their respective directors, managers or officers, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction will harm MAC's business, including current plans and operations; (v) the ability of MAC to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and financing and rating agency actions; (viii) legislative, regulatory and economic developments affecting MAC's business; (ix) general economic and market developments and conditions; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect MAC's financial performance; (xi) certain restrictions during the pendency of the Transaction that may impact MAC's ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as MAC's response to any of the aforementioned factors; (xiii) significant transaction costs associated with the Transaction; (xiv) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring MAC to pay a break fee or other expenses; (xvi) competitive responses to the Transaction; (xvii) the risks and uncertainties pertaining to MAC's business, including those set forth in Part 1, Item 3(D) of the Company's most recent Annual Report on Form 20-F, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by MAC with the SEC; (xviii) the supply and demand for copper; (xix) the future price of copper; (xx) the timing and amount of estimated future production, costs of production, capital expenditures and requirements for additional capital; (xxi) cash flow provided by operating activities; (xxii) unanticipated reclamation expenses; (xxiii) claims and limitations on insurance coverage; (xxiv) the uncertainty in mineral resource estimates; (xxv) the uncertainty in geological, metallurgical and geotechnical studies and opinions; (xxvi) infrastructure risks; and (xxvii) other risks and uncertainties indicated from time to time in MAC's other filings with the SEC and the ASX. MAC cautions that the foregoing list of factors is not exclusive. MAC cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. MAC does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

More information on potential factors that could affect MAC's or CSA Copper Mine's financial results is included from time to time in MAC's public reports filed with the SEC and the ASX. If any of these risks materialize or MAC's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that MAC does not presently know, or that MAC currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect MAC's expectations, plans or forecasts of future events and views as of the date of this communication. MAC anticipates that subsequent events and developments will cause its assessments to change. However, while MAC may elect to update these forward-looking statements at some point in the future, MAC specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing MAC's assessment as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Not an offer of securities

This announcement is for informational purposes only and is not intended to and does not constitute or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction in the contravention of application law.

Mick McMullen
Chief Executive Officer & Director
MAC Copper Limited
investors@metalsacqcorp.com

Morné Engelbrecht
Chief Financial Officer
MAC Copper Limited

News Provided by Business Wire via QuoteMedia

MAC:AU
The Conversation (0)
Prismo Metals Announces Results of Shareholder Meeting and Security Based Compensation Grants

Prismo Metals Announces Results of Shareholder Meeting and Security Based Compensation Grants

(TheNewswire)

Vancouver, British Columbia, October 2, 2025 TheNewswire - Prismo Metals Inc. (" Prismo " or the " Company ") (CSE: PRIZ,OTC:PMOMF) (OTCQB: PMOMF) is pleased to announce that all matters were approved at the Company's annual general and special meeting of shareholders held on October 2, 2025 (the " Meeting ").

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less
FPX Nickel Signs Exploration Agreement with Takla Nation for Klow Property

FPX Nickel Signs Exploration Agreement with Takla Nation for Klow Property

 FPX Nickel Corp. (TSXV: FPX) (OTCQB: FPOCF) (" FPX " or the " Company ") is pleased to announce the signing of an Exploration Agreement (the " Agreement ") with the Takla Nation for exploration activities associated with the Klow property in central British Columbia . The Agreement outlines a collaborative framework for FPX and Takla Nation to move forward responsibly with early-stage exploration, establishing important protocols for engagement, environmental protection, employment, training, and business opportunities.

"This Agreement underscores our commitment to engagement with Indigenous communities from the earliest stages of our exploration work," said Martin Turenne , President, CEO, and Director of FPX. "We look forward to continuing to work with the Takla Nation, guided by transparency, respect, and a shared vision for sustainable development in Takla territory."

"The signing of this agreement marks an important step in strengthening our relationship with FPX. By establishing clear principles for engagement, this agreement ensures that our voices are heard from the earliest stages of exploration," commented Chief John French of Takla Nation. "We look forward to working collaboratively with FPX to protect our lands and ensure shared benefits for our community."

Background

The Klow Property is situated approximately 120 km northwest of Fort St. James and around 45 km north of FPX's flagship Baptiste Nickel Project. Portions of the Klow Property are accessible via an all-season public road which connects Fort St. James to Takla Landing . Like the Baptiste Nickel Project, the exploration target for the Klow property is nickel in the form of awaruite, a sulphur-free, nickel-iron mineral (Ni 3 Fe) hosted by serpentinized ultramafic rocks.

Exploration at the Klow Property has advanced in several stages since its initial evaluation. Between 2010 and 2012, FPX conducted geological mapping and rock sampling that delineated a large awaruite target area measuring approximately 1.5 by 1.0 kilometres, with encouraging surface grades. In 2012, a five-hole, 1,579-metre diamond drill program tested a portion of this target, with hole DH-4 intersecting 316 metres grading 0.10% nickel-in-alloy 1 from 10 metres downhole. In 2024, the Company re-analyzed 68 archived core samples from DH-4 using Davis Tube Recoverable (DTR) methods, which confirmed strong correlation with historical nickel-in-alloy values and returned DTR nickel grades averaging 7–10% higher than the original nickel-in-alloy results. Also in 2024, FPX expanded the Klow mineral claims to 251 km 2 , covering mainly prospective ultramafic rocks of the Trembleur Ultramafite, host to mineralization at Baptiste.

As announced in May 2025 , FPX undertook a summer 2025 surface rock sampling program, 100% funded by the Japan Organization for Metals and Energy Security (" JOGMEC "). The Agreement with Takla Nation will enable planning and readiness for future exploration activities.

Klow Property Earn-In Agreement

As previously disclosed, FPX and JOGMEC have entered into an earn-in agreement (the " Klow Earn-In Agreement ") which provides JOGMEC the option to earn a beneficial interest in the Company's Klow Property in central British Columbia .

The key terms of the Klow Earn-in Agreement are as follows:

  • FPX grants to JOGMEC the option to earn a 60% beneficial interest in Klow by funding $1,000,000 in exploration expenditures by no later than March 31, 2027 (extended from a prior deadline of March 31, 2026 by mutual agreement of the parties)
  • Once JOGMEC has earned its 60% beneficial interest in Klow, the parties will thereafter fund exploration expenditures pro rata to their ownership interest
  • If either party's beneficial interest in Klow is diluted below 10%, that party's beneficial interest will be converted into a 1.5% NSR royalty over Klow, with the other party retaining a right to buy-back 1.0% of the NSR royalty for $3,500,000

Note 1: results were obtained by geochemical analysis and may not accurately represent Davis Tube Recoverable (DTR) nickel grades. DTR nickel values refer to the portion of the total contained nickel that is recovered from a magnetically separated fraction of the sample. Nickel-in-alloy results refer to nickel recovered by a selective geochemical leach which targets nickel contained in awaruite. While both methods measure nickel in awaruite, awaruite particle exposure and grain size influence each method slightly differently, therefore these results are not directly comparable.

Keith Patterson , P.Geo., FPX's Vice President, Exploration, FPX's Qualified Person under NI 43-101, has reviewed and approved the scientific and technical content of this news release.

About FPX Nickel Corp.

FPX Nickel Corp. is focused on the exploration and development of the Baptiste Nickel Project, located in central British Columbia , and other occurrences of the same unique style of naturally occurring nickel-iron alloy mineralization known as awaruite. For more information, please view the Company's website at https://fpxnickel.com/

On behalf of FPX Nickel Corp.

"Martin Turenne"

Martin Turenne , President, CEO and Director

Forward-Looking Statements

Certain of the statements made and information contained herein is considered "forward-looking information" within the meaning of applicable Canadian securities laws. These statements address future events and conditions and so involve inherent risks and uncertainties, as disclosed in the Company's periodic filings with Canadian securities regulators. Actual results could differ from those currently projected. The Company does not assume the obligation to update any forward-looking statement.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE FPX Nickel Corp.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/October2025/01/c9322.html

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less
Silver47 Completes Successful Red Mountain Drill Program and Intersects Massive Sulfides in Multiple Holes

Silver47 Completes Successful Red Mountain Drill Program and Intersects Massive Sulfides in Multiple Holes

The Red Mountain Deposit Remains Open to Expansion in Multiple Directions with Assays Pending

Silver47 Exploration Corp. (TSXV: AGA,OTC:AAGAF) (OTCQB: AAGAF) ("Silver47" or the "Company") is pleased to announce the completion of its summer 2025 drill program at its wholly-owned Red Mountain Project in south-central Alaska.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
Redstone Completes Strongly Supported Placement

Redstone Completes Strongly Supported Placement

Redstone Resources Limited (ASX Code: RDS) (‘Redstone’ or the ‘Company’) is pleased to advise that it has received binding commitments for a private placement to professional and sophisticated investors of up to A$650,000 (before costs), exceeding the minimum raising target of $500,000. The terms of the share placement comprise the issue of 185,714,286 million fully paid ordinary shares in the Company at an issue price of 0.35 cents per share (Placement Shares) and, subject to shareholder approval, placement participants will also receive a one (1) for three (3) free attaching unlisted $0.007 option exercisable for a period of one (1) year from the date of issue (Placement Options), (the Placement).

The Placement provides funding to continue its planned work programs to unlock the potential of its 100% owned West Musgrave Copper project (the ‘Project’) in Western Australia.

Keep reading...Show less
Vertex Minerals Limited  2025 Annual Report

Vertex Minerals Limited 2025 Annual Report

Perth, Australia (ABN Newswire) - Vertex Minerals Limited (ASX:VTX,OTC:VTXXF) (OTCMKTS:VTXXF) holds a portfolio of high-grade gold projects in New South Wales and Western Australia, anchored by the flagship Hill End Gold Project. Together with the nearby Hargraves Gold Project, located 35 kilometres to the north, these assets form a district-scale position within the highly prospective Hill End - Hargraves corridor, which has historically produced more than four million ounces of gold.

The Company's priority during the year ended 30 June 2025 was advancing Hill End from development into production. This work culminated in the achievement of first gold in August 2025, marking Vertex's successful transition from explorer to producer. Hargraves provides additional exploration potential and the opportunity to establish a long-term satellite ore source, complementing production at Hill End and supporting the Company's vision of building a sustainable gold hub in the district.

*To view the Annual Report, please visit:
https://abnnewswire.net/lnk/X78F5UJ7



About Vertex Minerals Limited:

Vertex Minerals Limited (ASX:VTX,OTC:VTXXF) is an Australian based gold exploration company developing its advanced Hargraves and Hill End gold projects located in the highly prospective Eastern Lachlan Fold Belt of Central West NSW. Other Company assets include the Pride of Elvire gold project and Taylors Rock gold/nickel/lithium project both located in the Eastern Goldfields of WA. The focus of Vertex Minerals is to advance the commercial production of gold from its NSW projects embracing an ethical and environmentally sustainable approach.



Source:
Vertex Minerals Limited

News Provided by ABN Newswire via QuoteMedia

Keep reading...Show less
Angkor's Energy Subsidiary Completes 2d Seismic Program On Block VIII Cambodia

Angkor's Energy Subsidiary Completes 2d Seismic Program On Block VIII Cambodia

(TheNewswire)

GRANDE PRAIRIE, AB, (September 30, 2025): - TheNewswire - Angkor Resources Corp. (TSXV: ANK and OTC: ANKOF) ("Angkor" or "the Company") announces its energy subsidiary, EnerCam Resources Co. Ltd. (Cambodia) ("EnerCam") has completed the onshore 350-line kilometer 2D seismic program on Block VIII, including the newly added area of Mussel Basin.

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less

Latest Press Releases

Related News