1

MAC Copper Limited (formally known as Metals Acquisition Limited) incorporated in Jersey, Registered number 144625 of 3rd Floor, 44 Esplanade, St Helier, JE4 9WG, Jersey (Company)

2

The Entity listed in Part 1 of Schedule 1 as borrower (Borrower)

3

The Entities listed in Part 1 of Schedule 1 as original guarantors (Original Guarantors)

4

Sprott Private Resource Lending II (Collector-2), LP as mandated lead arranger and bookrunner, Corporation number 1000142548 of 320 Post Road, Suite 230, Darien, Connecticut 06820 (Arranger)

5

The Entity listed in Part 2 of Schedule 1 as lender (Original Lender)

6

Sprott Resource Lending Corp., Corporation number 774839-6 of Royal Bank Plaza, Suite 2600, 200 Bay Street, Toronto, Ontario, Canada M5J 2J1 (Agent)

7

Sprott Resource Lending Corp., Corporation number 774839-6 of Royal Bank Plaza, Suite 2600, 200 Bay Street, Toronto, Ontario, Canada M5J 2J1 (Security Trustee)

1

Definitions and interpretation

1.1

Definitions

1.2

Interpretation

(a)

terms defined in the Agreement have the same meanings when used in this deed (unless the same are otherwise defined in this deed); and

(b)

clauses 1.2 (Construction) and 1.5 (Obligors’ agent) of the Agreement apply to this deed as if set out in full in this deed and all references to “this Agreement” were references to this deed.

2

Conditions precedent

2.1

Condition precedent to Effective Date

(a)

Consent to Amendment: evidence that, for the purposes of clause 8.1(a) of the Intercreditor Deed, each of the Senior Representative and the Stream Purchaser has consented to the amendments to the Agreement outlined in clause 3.1 (Amendment of Agreement)

2.2

Notice

3

Amendments

3.1

Amendment of Agreement

(a)

clause 1.1 (Definitions): delete the definition of ‘Consent Deed’ and replacing it with:

(b)

clause 1.1 (Definitions): delete the definition of “Tripartite Deed” and instead insert:

(a)

each tripartite deed granted in respect of the following Key Material Contracts:

(i)

the Offtake Agreement;

(ii)

the Transitional Services Agreement;

(iii)

the Ventilation Construction Agreement; and

(iv)

the Retail Electricity Agreement; and

(b)

each Consent Deed.’

(c)

clause 4.4(e) (Conditions Subsequent): delete entirely and replace with ‘[not used]’;

(d)

clauses 7.5(a) (Voluntary prepayment of the Facility): delete ‘the date falling two years after the Utilisation Date’ and instead insert ‘1 January 2025’;

(e)

clause 7.5(b) (Voluntary prepayment of the Facility):

(i)

delete ‘On and following the date falling two years after the Utilisation Date,’;

(ii)

at the end of that paragraph, insert ‘on and following 1 January 2025’;

(f)

clause 7.5(c) (Voluntary prepayment of the Facility): delete ‘the date which is two years after the Utilisation Date’ and instead insert ‘1 January 2025’;

(g)

Insert a new clause 7.5(d):

(a)

provide evidence to the Agent, in form and substance satisfactory to the Agent (acting on the instructions of all of the Lenders), that, for the purposes of clause 3.3(a), 3.4(a) and 18.5 of the Intercreditor Deed, each of the Senior Representative, the Stream Purchaser and the NSR Holder has given written consent to the prepayment of all amounts outstanding under the Agreement; and

(b)

in addition to the Additional Prepayment Interest Premium under clause 7.5(c), pay to each Lender:

(i)

an amount equal to the interest projected to accrue on the Principal Outstanding immediately before prepayment:

(A)

from the date of prepayment until 16 June 2025 (“Projected Period”); and

(B)

applying a rate of interest to each day during that Projected Period equal to the aggregate of the:

(1)

Margin that then applies to the Loan as at the prepayment date under clause 9.1; and

(2)

4.60367% per annum (noting, for the avoidance of doubt, that no additional Term Reference Rate is to be applied under clause 9.1(b)); and

(ii)

the amount of all costs and expenses payable in accordance with clauses 16.1 and 16.2 that are outstanding as at the prepayment date (which, as at 12 November 2024, totalled US$1,067,942.08).

4

Confirmations

4.1

Confirmation of Agreement

(a)

Subject to the provisions of this deed, the Agreement and all other Finance Documents are confirmed and remain in full force and effect. This deed and the Agreement will be read and construed as one document.

(b)

The Original Lender (in each of its capacities under the Intercreditor Deed) consents to the terms of, and transactions contemplated by, this deed for the purposes of clauses 3.3(a), 3.4(a), 8.1(a) and 18.5 of the Intercreditor Deed and all other purposes.

4.2

Rights not affected

(a)

prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Agreement before the date of this deed; or

(b)

discharges, releases or otherwise affects any liability or obligation arising under the Agreement before the date of this deed.

4.3

Guarantee confirmations

(a)

acknowledges the terms of the Agreement and this deed;

(b)

agrees to the amendment of the Agreement as set out in clause 2 (Amendments to Agreement); and

(c)

confirms that each Finance Document to which it is a party remains in full force and effect and:

(i)

in the case of a Finance Document which is a guarantee or a guarantee and indemnity, the Finance Document continues to secure all money, obligations and liabilities due, owing or payable by the Obligors to or for the account of the Finance Parties under or in relation to the Agreement as amended by this deed; and

(ii)

in the case of a Transaction Security Document which is a Transaction Security, the Transaction Security Document continues to secure all money, obligations and liabilities due, owing or payable by the Obligors to or for the account of the Finance Parties under or in relation to the Agreement as amended by this deed.

4.4

References to Agreement

5

Representations and warranties

5.1

No Event of Default

5.2

Representations and warranties

5.3

Repetition

5.4

Reliance

6

General provisions

6.1

Counterparts

6.2

Finance Document

6.3

Notice

6.4

Partial Invalidity

7

Governing law

8

Enforcement

8.1

Jurisdiction

(a)

The courts having jurisdiction in New South Wales have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this deed (including a dispute relating to the existence, validity or termination of this deed) (a Dispute).

(b)

The Parties agree that those courts are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)

Notwithstanding clause 8.1(a), no Finance Party or Beneficiary shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties and the Security Trustee may take concurrent proceedings in any number of jurisdictions.