Sec Form 4 Filing - Bennett Rhett @ Metals Acquisition Corp - 2022-12-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bennett Rhett 2. Issuer Name and Ticker or Trading Symbol Metals Acquisition Corp [ MTAL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) CENTURY HOUSE, GROUND FLOOR, CRICKET SQUARE, P.O. BOX 2238 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2022 (Street) GRAND CAYMAN, E9KY1-1107 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 1 ) 12/23/2022 D 20,000( 2 ) ( 1 ) ( 1 ) Class A Ordinary Shares 20,000( 2 ) ( 1 ) 170,000 I See Footnote( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bennett Rhett CENTURY HOUSE, GROUND FLOOR CRICKET SQUARE, P.O. BOX 2238 GRAND CAYMAN, E9KY1-1107 X Signatures By: /s/ John Rhett Miles Bennett 12/27/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B Ordinary Shares will automatically convert into shares of the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-257854) (the "Registration Statement") and have no expiration date. ( 2 )In connection with certain adjustments to executive compensation of the Issuer, the shares reported herein were transferred by Green Mountain Metals LLC ("GMM"), the beneficial owner of the shares reported herein, as executive compensation. ( 3 )GMM is the beneficial owner of the shares reported herein. Black Mountain Storage LLC, an entity 100% owned by the Reporting Person, ("BMS") holds 170,000 Class B units in GMM, which entitles BMS to an equivalent number of the Issuer's Class B Ordinary Shares on distribution.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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