UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Reportof Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
of the Securities ExchangeAct of 1934

 

For the month of August   2025
       
Commission File Number 001-41722    

 

MAC COPPER LIMITED
(Translation of registrant’s name into English)
 
3rd Floor, 44 Esplanade
 St. Helier, Jersey, JE4 9WG
 Tel: +(817) 698-9901
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F:

 

Form 20-F x Form 40-F o

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit   Description of Exhibit
     
99.1   Press Release of MAC Copper Limited dated August 5, 2025.

 

 

 

 

SIGNATURES

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 

  MAC COPPER LIMITED
  (Registrant)
   
Date: August 5, 2025   By: /s/ Michael James McMullen
  Name: MichaelJames McMullen
  Title: ChiefExecutive Officer
           

 

 

 

Exhibit 99.1

 

 

5 August 2025

 

Dispatch of Scheme Circular

 

ST. HELIER, Jersey – (BUSINESS WIRE) –MAC Copper Limited ARBN 671 963 198 (NYSE:MTAL; ASX:MAC)

 

MAC Copper Limited (NYSE:MTAL, ASX:MAC) (“MAC”or the “Company”) is pleased to announce that it has completed dispatch of the Scheme Circular which, among other things,contains full details of the proposed acquisition of 100% of the issued share capital in MAC by Harmony Gold (Australia) Pty Ltd (a whollyowned subsidiary of Harmony Gold Mining Company Limited (JSE:HAR, NYSE:HMY)) (“Harmony”) by way of a Jersey law schemeof arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991 (as amended) (“Scheme”).

 

Capitalised terms used in this announcement havethe meaning given to them in the Scheme Circular, a copy of which is attached to MAC’s announcement released on 31 July 2025.

 

Details regarding dispatch

 

The Scheme Circular has been dispatched to MACShareholders and MAC CDI Holders at the Scheme Voting Record Time as follows:

 

·MACShareholders have been mailed a hard copy of the Scheme Circular and Proxy Forms unless they have made an election to receive communicationsthrough electronic means, in which case they have been sent an electronic copy;

 

·MACCDI Holders have been mailed a hard copy of the Scheme Circular and CDI Voting Instruction Forms unless they have made an election toreceive communications through electronic means, in which case they have been sent an electronic copy; and

 

·otherbeneficial holders will receive a hard copy of the Scheme Circular and any other voting instruction forms by mail or an electronic copybased on the elections made with the Intermediary that holds MAC Shares on their behalf.

 

A copy of the Scheme Circular is also availablefor viewing on MAC’s website at www.maccopperlimited.com.

 

MAC Securityholders should read the Scheme Circularcarefully, and in its entirety, including the materials accompanying it, before deciding how to vote at the Court Meeting and the GeneralMeeting.

 

If, after reading the Scheme Circular, you haveany questions about the Scheme or the Scheme Circular, please contact MAC’s proxy solicitation firm, Sodali & Co, at:

 

If you are a MAC Shareholder
Call toll-free in US:
+1 (800) 662-5200
Outside of US:
+1 (203) 658-9400		 If you are a MAC CDI Holder
Within Australia:
1300 229 418
Outside Australia:
+61 2 9066 4059

 

Directors’ recommendation

 

The MAC Directors continue to unanimously recommendthat Scheme Shareholders vote in favour of the Scheme at the Court Meeting and MAC Shareholders vote in favour of the General MeetingResolution at the General Meeting in the absence of a Superior Proposal.

 

Court Meeting and General Meeting

 

The Court Meeting and General Meeting will beheld at 44 Esplanade, St Helier, Jersey JE4 PWG and online via the Virtual Meeting Platform at 12:30 pm (Jersey time) / 7:30 am (New Yorktime) / 9:30 pm (Sydney time) on Friday, 29 August 2025 (for the Court Meeting) and at 1:00 pm (Jersey time) / 8:00 am (New York time)/ 10:00 pm (Sydney time) on Friday, 29 August 2025 (for the General Meeting) (or as soon thereafter as the Court Meeting has concludedor been adjourned).

 

 

 

   MAC Copper Limited
maccopperlimited.com		 3rd Floor, 44 Esplanade,
St Helier, Jersey, JE4 		Page 1

 

 

 

 

Each MAC Shareholder whose name appears on theShare Register at 4:00 pm (New York time) on Tuesday, 29 July 2025 will be entitled to attend and vote on all resolutions to be put tothe Court Meeting and the General Meeting.

 

Indicative timetable

 

An indicative timetable for the next steps ofthe Transaction is as follows:

 

Event Date and Time (Jersey time)1
Scheme Voting Record Time for Court Meeting and General Meeting2

4:00 pm (New York time) on Tuesday, 29 July for Scheme Shareholders and MAC Shareholders (as applicable)

 

7:00 pm (Sydney time) on Tuesday, 29 July for MAC CDI Holders

 

Dispatch of Scheme Circular Monday, 4 August 2025
Latest time for lodging CDI Voting Instruction Forms for Court Meeting and General Meeting 12:30 pm (Jersey time) / 7:30 am (New York time) / 9:30 pm (Sydney time) on Tuesday, 26 August 2025
Latest time for lodging Proxy Forms for Court Meeting and General Meeting 12:30 pm (Jersey time) / 7:30 am (New York time) / 9:30 pm (Sydney time) on Wednesday, 27 August 2025
Court Meeting 12:30 pm (Jersey time) / 7:30 am (New York time) / 9:30 pm (Sydney time) on Friday, 29 August 2025
General Meeting 1:00 pm (Jersey time) / 8:00 am (New York time) / 10:00 pm (Sydney time) on Friday, 29 August 2025 (or as soon thereafter as the Court Meeting has concluded or been adjourned)
Court Sanction Hearing3 Thursday, 9 October 2025
Implementation Date3 Friday, 24 October 2025

Notes:

1.All dates and times are based on MAC and Harmony’s current expectations and are subject to change. If any of the dates and/ortimes in this expected timetable change materially, the revised dates and/or times will be published by a public announcement filed with,or furnished to, the SEC and released to the ASX and by making such announcement available on MAC’s website at www.maccopperlimited.com.
2.Individuals that become MAC Shareholders (or MAC CDI Holders) after this date will not be entitled to vote (or in the case of MACCDI Holders, will not be entitled to instruct CHESS Depositary Nominees Pty Limited how to vote) at the Court Meeting and General Meeting.

 

3.Provisional date which remains subject to change depending on a number of factors including, but not limited to, the timing forthe satisfaction or (where applicable) waiver of the Conditions.

 

– Ends –

 

This announcement has been authorised for release by Mick McMullen,CEO and Director.

 

 

 

   MAC Copper Limited
maccopperlimited.com		 3rd Floor, 44 Esplanade,
St Helier, Jersey, JE4 		Page 2

 

 

 

 

 

 

 

 

Contacts

 

Mick McMullen

Chief Executive Officer & Director

MAC Copper Limited

investors@metalsacqcorp.com

Morné Engelbrecht

Chief Financial Officer

MAC Copper Limited

   

 

About MAC Copper Limited

 

MAC Copper Limited (NYSE:MTAL; ASX:MAC) is a companyfocused on operating and acquiring metals and mining businesses in high quality, stable jurisdictions that are critical in the electrificationand decarbonization of the global economy.

 

 

 

 

 

   MAC Copper Limited
maccopperlimited.com		 3rd Floor, 44 Esplanade,
St Helier, Jersey, JE4 		Page 3