Metals Acquisition Corp SPAC Presentation Deck

Risks Related to the Business Combination and the SPAC (cont.) If The SPAC's due diligence investigation of the Company's business was inadequate, then the SPAC's shareholders following the Business Combination could lose some or all of their investment. • • • • . . . . . . Risk Factors (cont.) . If a U.S. person is treated as owning 10% or more of our shares, such holder may be subject to adverse U.S. federal income tax consequences. Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results. There can be no assurance that the public warrants and private placement warrants will be in the money at the time they become exercisable, and they may expire worthless. Our business is capital intensive, and we may be required to raise additional funds in the future in order to accomplish our objectives. We may incur debt in the future, and our ability to satisfy our obligations thereunder remains subject to a variety of factors, many of which are not within our control. An active trading market for our Common Shares and Warrants may never develop or be sustained, which would adversely affect the liquidity and price of our securities. There can be no assurance that we will be able to comply with the continued listing standards of NYSE. The market price of our securities may be volatile, which could cause the value of your investment to decline. There may be sales of a substantial amount of our common shares after the Business Combination by former SPAC shareholders and/or Glencore, and these sales could cause the price of our securities to fall. We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common shares. Because there are no current plans to pay cash dividends on our common shares for the foreseeable future, you may not receive any return on investment unless you sell your common shares for a price greater than that which you paid for it. Our actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this presentation. We are exposed to risks in our international operations, which could adversely affect our business. If we seek shareholder approval of our initial business combination, our initial shareholders, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public "float" of our Class A ordinary shares or public warrants. The NYSE may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price in our initial public offering). If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages. • If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares. The public shareholders will experience immediate dilution as a consequence of the issuance of our common shares in connection with the Business Combination. A significant portion of SPAC's total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of the post-combination company common shares to drop significantly, even if the business is doing well. Warrants will become exercisable for Company common shares upon the consummation of the Business Combination, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders. 38

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