Glencore SC 13D/AMetals Acquisition / Glencore ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Metals Acquisition Limited

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G60409110

(CUSIP Number)

Nicholas John Edward Talintyre

Glencore Operations Australia Pty Limited

Level 44, Gateway, 1 Macquarie Place

Sydney, NSW 2000

+61 2 8247 6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 23, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Represents the amount of Ordinary Shares directly held by Glencore Operations Australia Pty Limited, which is a wholly-owned indirect subsidiary of Glencore plc. See Item 2 and Item 5 of the Schedule 13D.

(2) See Item 5.

(1) Represents the amount of Ordinary Shares directly held by Glencore Operations Australia Pty Limited, which is a wholly-owned indirect subsidiary of Glencore International AG. See Item 2 and Item 5 of the Schedule 13D.

(2) See Item 5.

(1) Represents the number of Ordinary Shares of the Issuer directly held by Glencore Operations Australia Pty Limited.

(2) See Item 5.

Explanatory Note

This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D relates to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Metals Acquisition Limited, a corporation incorporated under the laws of Jersey, Channel Islands (the “Issuer”) and amends and supplements the initial statement on Schedule 13D filed on June 22, 2023 (as amended to date, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D.

This Amendment No. 3 is being filed to update the aggregate percentage of Ordinary Shares owned by the Reporting Persons due to dilution caused by the Issuer’s issuance of additional Ordinary Shares, and not in connection with the purchase or disposition of any Ordinary Shares by the Reporting Persons.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Mr. Mohit Rungta, an employee of the Glencore group, currently serves as the Glencore Operations Australia Pty Limited nominee on the Issuer Board (Mr. Rungta replaced Mr. Matt Rowlinson and Mr. John Burton, whom were the previous Glencore Operations Australia Pty Limited nominees).

Item 5(a) - (c) of the Schedule 13D is hereby amended and supplemented as follows:

(a) - (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D, as of October 28, 2024, are incorporated herein by reference.

As of October 28, 2024, the Reporting Persons beneficially owned an aggregate of 10,000,000 Ordinary Shares, which represents approximately 12.1% of the outstanding Ordinary Shares. This percentage was calculated based on 82,438,431 Ordinary Shares outstanding as of October 15, 2024, based on information provided to the Reporting Persons by the Issuer.

(c) None of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the Schedule I Persons, has effected any transaction during the past 60 days in any Ordinary Shares.

SIGNATURE