ST. HELIER, Jersey, May 27, 2025 –MAC Copper Limited (NYSE:MTAL, ASX:MAC) (“MAC” or the “Company”) is pleased to announce that it has entered into a binding scheme implementation deed (“Implementation Deed”) with Harmony Gold Mining Company Limited (JSE:HAR, NYSE:HMY) (“Harmony”) and Harmony Gold (Australia) Pty Ltd (“Harmony Australia”) (a wholly owned subsidiary of Harmony), under which it is proposed that Harmony Australia will acquire 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 (“Scheme”) (the “Transaction”).
Highlights
Under the terms of the Scheme, MAC shareholders will receive US$12.25 (A$18.931) cash per MAC share.
The consideration payable under the Scheme implies a fully diluted equity value for MAC of ~US$1.03 billion (~A$1.60 billion2)3 and represents a premium of:
32.1% to the 30-day volume weighted average price (“VWAP”) of US$9.28 per MAC share trading on the New York Stock Exchange (“NYSE”) up to and including Friday, 23 May 2025 (32.8% to the 30-day VWAP of A$14.26 per MAC CHESS Depositary Interest (“CDI”) trading on the Australian Stock Exchange (“ASX”) up to and including Monday, 26 May 2025); and
20.7% to the last closing share price of US$10.15 per MAC share trading on the NYSE on Friday, 23 May 2025 (22.1% to the last closing share price of A$15.51 per MAC CDI trading on the ASX on Monday, 26 May 2025).
The Scheme is subject to limited conditions, including Harmony obtaining approval from Australia’s Foreign Investment Review Board and approval from the South African Reserve Bank and MAC entering into restructuring deeds or amendment and restatement documents in respect of the existing streaming arrangements with Osisko Bermuda Limited (“Osisko”) and the royalty with Glencore Operations Australia Pty Limited (“Glencore”). Significantly, it is not subject to any financing or due diligence conditions.
The MAC board unanimously recommends 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 CDI’s on issue) also intend to vote their MAC shares in favour of the Scheme, subject to the same qualification.4
Several of MAC’s key shareholders, Fourth Sail Group (“Fourth Sail”), Osisko, Sprott Private Resource Lending II (Collector), LP (“Sprott”), Victor Smorgon Group (“Victor Smorgon”) and BEP Special Situations VI LLC (“Bluescape”) (who together hold or control an additional 20.1% of MAC’s total current fully paid ordinary shares and CDI’s on issue), have confirmed that they will vote their MAC shares or CDIs in favour of the Scheme, in the absence of a Superior Proposal.5
Unanimous Board Recommendation
The board of MAC unanimously supports the Transaction and unanimously recommends that MAC shareholders vote in favour of the Scheme, in the absence of a Superior Proposal. Subject to that same qualification, each of the directors of MAC have confirmed that they intend to vote all MAC shares held or controlled by them in favour of the Scheme.
Commenting on the Transaction, MAC’s Chief Executive Officer, Mick McMullen, said:
“Having carefully considered the merits of the Transaction, the MAC board has unanimously concluded that the Scheme is in the best interests of MAC shareholders. MAC has recently updated the market with several developments including our larger reserve life, production guidance, the new Merrin Mine development and the recent debt refinancing which we feel has enabled the market to remain fully informed.
The board believes the Transaction provides MAC shareholders with a compelling opportunity to de-risk their investment and realise an attractive cash value of US$12.25 per MAC share, which is also a premium to MAC’s recent historical trading levels. Additionally, the Scheme is subject to limited conditionality, which provides MAC shareholders with a high degree of Transaction certainty.
The Transaction also presents a great outcome for other stakeholders in the CSA Copper Mine, who will benefit from the stewardship of a well-respected and high-quality operator in Harmony, who is looking to build a copper business in Australia through the acquisition of MAC and the development of their Eva Copper Project in Queensland. The board is confident that Harmony will deliver positive outcomes not only at the mine, but also for the wider Cobar community.
The Transaction is a strong endorsement of the hard work and achievements of the MAC team over the last ~2 years. The board is extremely proud of the team’s significant efforts implementing numerous operational improvements at the CSA Copper Mine, simplifying and deleveraging the balance sheet and transforming the asset into the high-quality operation it is today.
Alongside my fellow directors, I have no hesitation in supporting the Transaction.”
Key Shareholder Support
Several of MAC’s key shareholders, Fourth Sail, Osisko, Sprott, Victor Smorgon and Bluescape (who together hold or control 20.1% of MAC’s total current fully paid ordinary shares and CDI’s on issue), have confirmed to MAC that they will vote all of the MAC shares or CDI’s that they directly or indirectly own or control at the time of the shareholder meeting to vote on the Scheme (“Scheme Meeting”) in favour of the Scheme, in the absence of a Superior Proposal. Each of Fourth Sail, Osisko, Sprott, Victor Smorgon and Bluescape are not restricted from disposing of or otherwise dealing in MAC shares or CDIs held by them prior to the date of the Scheme Meeting.
Overview of the Scheme
If the Scheme is implemented, each MAC shareholder who holds MAC shares as at the Record Date (as defined in the Implementation Deed) will receive a cash amount of US$12.25 (A$18.936) per MAC share on the Implementation Date (as defined in the Implementation Deed), which implies a fully diluted equity value for MAC of ~US$1.03 billion (~A$1.60 billion7)8. As part of the Scheme, MAC shareholders will also have the option to elect to have their Scheme consideration paid in Australian Dollars, which will be calculated with reference to the applicable exchange rate published on the website of the Reserve Bank of Australia on the Effective Date (as defined in the Implementation Deed).
The Scheme consideration of US$12.25 (A$18.936) per MAC share represents a premium of:
32.1% to the 30-day VWAP of US$9.28 per MAC share trading on the NYSE up to and including Friday, 23 May 2025 (32.8% to the 30-day VWAP of A$14.26 per MAC CDI trading on the ASX up to and including Monday, 26 May); and
20.7% to the last closing share price of US$10.15 per MAC share trading on the NYSE on Friday, 23 May 2025 (22.1% to the last closing share price of A$15.51 per MAC CDI trading on the ASX on Monday, 26 May 2025).
The Scheme consideration will be funded by Harmony through existing cash reserves and committed debt funding.
The implementation of the Scheme will also result in Harmony repaying MAC’s existing senior debt and assuming MAC’s obligations pursuant to MAC’s silver and copper streams with Osisko, MAC’s royalty arrangements with Glencore and MAC’s potential obligation to pay Glencore US$150 million in contingent copper payments pursuant to the terms of its acquisition of the CSA Copper Mine.
The Scheme is conditional on receipt of required waivers and amendments in respect of certain contracts, including MAC’s silver and copper streams with Osisko and its royalty arrangements with Glencore. This will require that MAC enters into restructuring deeds or amendment and restatement documents with Osisko (in relation to the silver and copper streams) and Glencore (in relation to the royalty). The restructure will, among other things, facilitate the re-domiciliation of MAC as an Australian tax resident, and the novation of MAC’s stream obligations to a Jersey incorporated indirect subsidiary of Harmony Gold and provide for requisite amendments to the relevant security documents in the context of the Scheme and the restructure.
The Scheme is subject to limited conditions, including:
approval of MAC shareholders:
of the Scheme, at a Scheme Meeting expected to be held in Q4 2025 (for the Scheme to proceed, MAC shareholders must approve the Scheme by a resolution of a majority in number of MAC shareholders representing 75% or more of the voting rights of the MAC shares voted by those MAC shareholders who (being entitled to do so) voted in person or by proxy at the Scheme Meeting); and
of certain other matters in connection with the Transaction, at a general meeting convened contemporaneously with the Scheme Meeting;
being sanctioned by the Royal Court of Jersey (“Court”);
Harmony obtaining approval from Australia’s Foreign Investment Review Board;
Harmony obtaining approval from the South African Reserve Bank;
receipt of relevant consents, waivers, relief or approvals from the Australian Securities & Investments Commission (“ASIC”) and the Australian Securities Exchange;
customary conditions including no Restraints, no Material Adverse Change and no Prescribed Occurrences (as those terms are defined in the Implementation Deed);
receipt of relevant approvals, amendments, exemptions or waivers from each counterparty in respect to certain contracts, including MAC’s silver and copper streams with Osisko and its royalty arrangements with Glencore as outlined above; and
the cancellation of all MAC Warrants pursuant to a Warrant Cancellation Deed (as those terms are defined in the Implementation Deed). As at the date of this announcement, the Warrant Cancellation Deed has been executed.
The Scheme is not subject to any financing or due diligence conditions.
The Implementation Deed also contains customary exclusivity obligations, including “no shop”, “no talk”, “no due diligence” and notification obligations and a matching right regime in respect of any Superior Proposal received by MAC. The “no talk” and “no due diligence” obligations are subject to customary exceptions to enable the MAC board to comply with its fiduciary and statutory duties following consultation with its financial advisers and the receipt of written legal advice in respect to any Superior Proposal.
The Implementation Deed also details circumstances under which MAC may be required to pay a break fee to Harmony and circumstances where Harmony may be required to pay MAC a reverse break fee. The break fee, should it become payable, is ~US$23.6 million and the reverse break fee, should it become payable, is equal to 50% of the break fee (~US$11.8 million).
Full details of the terms and conditions of the Scheme are set out in the Implementation Deed, a copy of which is attached to this announcement.
Indicative Timetable and Next Steps
MAC shareholders do not need to take any action at this time.
A Scheme circular containing important information about the Scheme, including reasons for the unanimous recommendation of MAC’s board, is expected to be sent to MAC shareholders in September 2025. A Scheme Meeting is expected to be held in Q4 2025. If approved by MAC shareholders and sanctioned by the Court, the Scheme would be implemented shortly thereafter.9
The MAC board will keep the market informed of any material developments in accordance with its continuous disclosure requirements.
Advisers
Barrenjoey is acting as MAC’s financial advisor, Gilbert + Tobin as its global lead legal adviser and Australian legal advisor, Skadden, Arps, Slate, Meagher & Flom LLP as its US and UK legal advisor, Ogier (Jersey) LLP as its Jersey legal advisor and Webber Wentzel as its South African legal adviser.
This announcement has been authorised for release by the board of directors of MAC.