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Metals Acquisition Corp

Metals Acquisition Corp

Jul 12, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: CSA Copper Mine

TRANSACTION VALUE: $1.1 billion
ANTICIPATED SYMBOL: TBD

Metals Acquisition Corp proposes to combine with CSA Copper Mine.

CSA is a producing, high-grade, long-life, underground copper mine located in the Tier 1 mining jurisdiction of western New South Wales, Australia. CSA has been in operation since 1967 and has a strong ESG track record.

SUBSEQUENT EVENT – 6/12/23 – LINK

  • PIPE Agreement
    • Between June 7 and 12, 2023, MAC and New MAC entered into additional subscription agreements with investors for 5,150,000 shares at $10 each, totaling $51,500,000, which includes investments from a number of large, global natural resource funds who have anchored the PIPE
      • In addition, Bluescape has invested in the PIPE and will nominate a director to the MAC board of directors.
      • Citigroup Global Markets Inc., Canaccord Genuity, and Ashanti Capital are the placement agents.
      • Green Mountain Metals, LLC, MAC’s sponsor, will transfer 470,833 shares of Class B common stock and sell 500,000 MAC Private Placement Warrants to investors.
      • To date, investors have subscribed for a total of 22,951,747 shares, amounting to $229,517,470 in private placements.

SUBSEQUENT EVENT – 5/16/23 – LINK

  • PIPE Agreement
    • The SPAC has announced that it secured additional Subscription Agreements worth $35 million at a price of $10.00 per share, from multiple institutions, including a large Australian fund which has anchored the PIPE, alongside MAC’s existing global anchors.
    • These agreements will be part of a private placement, which will take place at the same time as the Business Combination.
    • The total value of executed Subscription Agreements now amounts to around $175 million, surpassing MAC’s initial fundraising goal of $126 million.

SUBSEQUENT EVENT – 5/11/23 – LINK

  • PIPE Agreement
    • The SPAC announced that it has entered into additional Subscription Agreements totaling approximately $26 million at a purchase price of $10.00 per share in a private placement to be consummated concurrently with the consummation of the Business Combination, which includes investments from a number of large, global natural resource funds who have anchored the PIPE.
    • The executed Subscription Agreements now total approximately $140 million, surpassing MAC’s initial fundraising target of $126 million.
    • In addition, Neville Power, Chair of the board of directors of MAC, has entered into a Subscription Agreement with an aggregate purchase price of $500,000.

SUBSEQUENT EVENT – 4/17/23 – LINK

  • PIPE Agreement
    • The SPAC announced that it has entered into Subscription Agreements totaling approximately $112 million at a purchase price of $10.00 per share in a private placement to be consummated substantially concurrently with the consummation of the CSA Mine acquisition.
      • Investors include a number of large, global natural resource funds that anchored the PIPE.
    • Michael James McMullen, Chief Executive Officer and a member of the board of directors of MAC, has entered into a Subscription Agreement with an aggregate purchase price of $1,500,000.
    • Marthinus J. Crouse, Chief Financial Officer of MAC, has entered into a Subscription Agreement with an aggregate purchase price of $250,000.
    • Patrice Ellen Merrin, director of MAC, has entered into a Subscription Agreement with an aggregate purchase price of $50,000.
  • $113.8M Aggregate PIPE
  • In connection with the Subscription Agreements, Green Mountain Metals, LLC, MAC’s sponsor, agreed to transfer an aggregate of 517,500 shares of Class B common stock of MAC that it currently holds to certain investors who agreed to subscribe for a significant number of Subscribed Shares.
  • The SPAC has announced that it secured additional Subscription Agreements worth $35 million at a price of $10.00 per share. – LINK
  • The SPAC announced that it has entered into additional Subscription Agreements totaling approximately $26 million at a purchase price of $10.00 per share in a private placement to be consummated concurrently with the consummation of the Business Combination. – LINK
  • The total value of executed Subscription Agreements now amounts to around $175 million, surpassing MAC’s initial fundraising goal of $126 million.

Advisors

  • Citigroup Global Markets Inc. (“Citi”) is serving as financial advisor and Squirre Patton Boggs and Paul Hastings LLP are serving as legal advisors to MAC.
  • Citi, Canaccord Genuity and Ashanti Capital have been engaged as placement agents in connection with the PIPE.

SUBSEQUENT EVENT – 3/23/23 – LINK

Silver Stream Equity Subscription Agreement

  • New MAC and MAC entered into a subscription agreement with Osisko Bermuda Limited pursuant to which the Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate price of $15,000,000.

Redemptions Backstop Facility

  • New MAC, MAC and the Purchaser entered into the Redemptions Backstop Facility, consisting of a Copper Purchase Agreement with an upfront deposit of up to $75,000,000 and up to a $25,000,000 equity subscription (to be subscribed for on a pro-rata basis equal to the proportion of the deposit under the Copper Purchase Agreement that New MAC elects to draw on prior to the closing of the Business Combination.
    • The deposit to be made available under the Redemptions Backstop Facility is drawable at New MAC’s discretion in the event there is a shortfall of funds required for the Business Combination.

Copper Stream Equity Subscription Agreement

  • New MAC and MAC entered into a subscription agreement with the Subscriber (Osisko Bermuda Limited) pursuant to which the Subscriber will commit to purchase up to 2,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate purchase price of up to $25,000,000.
    • The number of Subscribed Copper Shares purchased by the Subscriber shall be adjusted on a pro-rata basis proportional to the percentage of the Available Copper Deposit drawn down by New MAC under the Copper Stream. 

Each of the subscriptions/backstop are conditional upon the completion of the Copper Stream, Silver Stream, Senior Facilities, Mezz Facility and the Business Combination.

SUBSEQUENT EVENT – 3/15/23 – LINK

Loan Note Subscription Agreement

  • The Mezz Facility provides for, among other things, US$135,000,000 total funding available to MAC with a maturity of five (5) years from the closing of the Business Combination.
  • The interest rate on the Mezz Facility will be paid on a quarterly basis and is calculated as the aggregate of
    • (i) the Interest Rate Margin (outlined below), and
    • (ii) the greater of the 3-month term SOFR rate or 2.00% per annum.
  • The Interest Rate Margin is calculated based on the copper price on the first day of each calendar quarter as quoted on the London Metal Exchange (“LME”).
  • The variation in the copper price will determine the margin rate as well as the composition of interest payments (being either cash and/or capitalized to the principal (provided no event of default is continuing)) as described below:

Screenshot 2023-03-15 063843

  • Under the Mezz Facility, any outstanding principal amount (together with all capitalized interest) is to be paid in full (i.e., bullet repayment) at the maturity date of the Mezz Facility. MAC-Sub is subject to standard and customary mandatory prepayment terms for a facility of this nature. MAC-Sub cannot make any voluntary pre-payments before the second anniversary of the term of the facility.
  • After that time MAC-Sub may voluntarily prepay the whole facility amount only, subject to it also paying a prepayment premium of 4.00% for a prepayment during year 3 (noting that no prepayment premium is payable for voluntary prepayments thereafter).

Subscription Agreement

  • New MAC, MAC, Sprott Private Resource Lending II (Collector), LP (the “Equity Subscriber”) and Sprott Private Resource Lending II (Collector-2), LP, (the “Warrant Subscriber”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Equity Subscriber has committed to purchase 1,500,000 New MAC Ordinary Shares at a purchase price of $10.00 per share and an aggregate purchase price of $15,000,000.
  • The Warrant Subscriber will receive 3,187,500 warrants to purchase New MAC Ordinary Shares
    • The New MAC Financing Warrant documentation will contain customary anti-dilution clauses.
    • The New MAC Financing Warrants will be fully transferrable and will last for the full term of the Mezz Facility with an exercise price of US$12.50 per share.
    • Upon exercise, New MAC may either
      • (i) cash-settle the New MAC Warrants, or
      • (ii) direct the holder to offset the exercise price against the outstanding principal amount of the facility.
    • New MAC may elect to accelerate the exercise date for the New MAC Financing Warrants if New MAC Ordinary Shares are quoted on a recognized stock exchange as over two (2) times the exercise price for twenty (20) consecutive trading days.

SUBSEQUENT EVENT – 3/2/23 – LINK

  • The SPAC and Citibank, Sydney Branch, as Mandated Lead Arranger and Joint Bookrunner, Bank of Montreal, Harris Bank N.A., as Mandated Lead Arranger and Joint Bookrunner, The Bank of Nova Scotia, Australian Branch, and National Bank of Canada (collectively, the “Senior Lenders”) to provide a senior syndicate loan facility to finance for total consideration up to $1.1 billion, consisting of $775 million up front cash consideration (with the potential to be scaled up to $875 million depending on equity demand) to Glencore, plus 
    • MAC Limited issuing up to 10,000,000 of its ordinary shares to Glencore (with Glencore having the option to scale down to none subject to MAC raising sufficient equity), plus 
    • paying a $75,000,000 deferred cash payment to Glencore tied to a future equity raise undertaken by MAC Limited following completion, plus
    • two separate $75,000,000 contingent payments to Glencore tied to future copper price thresholds, plus
    • MAC-Sub entering into a net smelter royalty pursuant to which, the CMPL will pay to Glencore a royalty of 1.5% of all net smelter copper concentrate produced from the CSA Mine and associated approximately US$31 million worth of transaction costs (together, the “Business Combination Consideration”).
  • The SFA provides for, among other things, three credit facilities (collectively, the “Senior Facilitates”) as follows:
    • US$205 million acquisition term loan (“Facility A”) that can be used to fund the Business Combination Consideration, requires quarterly repayments that are sculpted as necessary to meet a Debt Service Cover Ratio minimum of 1.50x but can be mandatorily repaid by way of a ‘sweep’ of excess cash available to the MAC-Sub and each of its subsidiaries such that on the last day of each quarter, MAC-Sub must apply 30% of all excess cash in repayment of Facility A applied in inverse order of maturity, and is fully amortized over a notational 5-year loan life based on agreed financial modeling as described in the SFA
    • US$25 million revolving credit facility (“Facility B”) that can be used only for general corporate purposes post-closing of the Business Combination, requires repayments such that all loans under Facility B are repaid on or before the date that is 3 years after the date of financial close under the SFA
    • A$40 million letter of credit facility (“Facility C”) that is for performance guarantees in favor of the government of New South Wales in relation to the environmental rehabilitation obligations of the CSA Mine and for other financial bank guarantees, as required, requires repayment on the Termination Date.
  • At present Facility A and Facility B are fully committed, with Facility C not yet having received full commitments, but structured on the basis that a further lender can accede to the SFA to fund that Facility C.
  • The rate of interest for Facility A and B is calculated from the aggregate of
    • The margin (being a fixed amount of 3.0% per annum), and
    • The greater of zero or the secured overnight financing rate (“SOFR”) for such day.
  • The issuance fee for Facility C (in lieu of interest) is 2% per annum on the amount of each outstanding performance guarantee, or 3% per annum on the amount of each outstanding financial guarantee.
  • The SFA also specifies a default interest rate of an additional 2% per annum for overdue payments.
  • The SFA includes a number of financial covenants which MAC-Sub must comply with on specified testing dates (generally 12 month-rolling periods ending on the last day of each calendar-quarter).
    • The financial covenants require MAC-Sub to
      • (i) maintain a DSCR over any relevant period of not less than 1.20
      • (ii) have a forecast cash flow coverage ratio of not less than 1.25
      • (iii) have a Senior net debt to EBITDA ratio of not more than 2.5
      • (iv) maintain a ratio of total net debt to EBITDA of not more than 3.25 (for the first 12 months after financial close of the Senior Facilities) or 3.00 thereafter
      • (v) have available cash and cash equivalents of at least US$30 million at all times
      • (vi) have a reserve tail ratio projection of over 25% at the Termination Date.

SUBSEQUENT EVENT – 11/22/22 – LINK

  • Consideration amended to consist of:
    • US$775m cash (with the ability to scale up to US$875m cash)
    • Up to US$100m of common equity
    • US$75m deferred to be paid out of half the proceeds of any future equity raise
    • US$75m contingent payment payable when copper averages > US$4.25/lb for 18 continuous months over the Life of Mine (“LOM”)
    • US$75m contingent payment payable when copper averages > US$4.50/lb for 24 continuous months over the LOM
    • 1.5% copper NSR
  • Metals Acquisition Corp. announced that it has entered into a definitive amendment to the March 17, 2022 Sale and Purchase Agreement with Glencore to amend the consideration to acquire the CSA Mine as follows:
    • At least $775 million in cash upon Close, with the potential to be scaled up to $875 million depending on final PIPE demand; plus
    • A maximum of $100 million in retained equity in the business by Glencore, with Glencore having the option to be scaled back subject to MAC raising sufficient equity (with any scale back to be reflected in an uplift to the upfront cash payment scale-up, as set out above); plus
    • $75 million in a deferred cash payment (bearing interest from completion at the same rate as payable under MAC’s subordinated term loan proposed to be entered into in connection with the transaction), payable upon MAC’s listing on the ASX or alternative equity raise (capped at $75 million plus accrued interest).
  • $150 million in cash structured as two contingent payments ($75 million each) that are unsecured, fully subordinated and payable if, over the life of the mine, the average daily LME closing price is greater than:
      • $4.25/lb. for any rolling 18-month period (commencing at closing) (“First Contingent Copper Payment”); and
      • $4.50/lb. for any rolling 24-month period (commencing at closing) (“Second Contingent Copper Payment”).
  • The First Contingent Copper Payment and Second Contingent Copper Payment will be payable as soon as the applicable payment trigger milestone has been achieved.
  • Post Closing MAC will, on a quarterly basis, pay to Glencore a royalty equal to 1.5% of Net Smelter Returns
  • In addition to the consideration amendments summarised above, Glencore will be entitled to appoint one director to the Board of Directors of MAC for each 10% interest it holds in MAC from time to time.
  • In order to fund the cash portion of the consideration, MAC expects that it will need to raise at least $125 million in PIPE financing, which is currently expected to consist of common shares issued at $10.00 per share.

TRANSACTION

  • The US$1.1 billion purchase price and associated US$50 million of required working capital and transaction costs (US$1.15 billion total) is expected to be funded through a combination of:
    • US$465 million of debt facilities and silver streaming agreements as follows:
      • US$375 million underwritten senior secured debt facility from Citibank N.A. and Commonwealth Bank of Australia, comprising a US$350 million acquisition term loan and US$25 million revolving credit facility for working capital
      • US$90 million silver streaming agreement with a subsidiary of Osisko Gold Royalties Ltd (“OGR”)
    • US$175 million mezzanine convertible debt facility led by Sprott Resource Lending Corp. and investors (collectively “Sprott”)
    • US$41.75 million equity, including US$25 million from Sprott, US$15 million from OGR and US$1.75 million from Mr. McMullen and Mr. Crouse
    • US$50 million of common equity paid to Glencore (included in US$1,100 million purchase price)
    • US$418.25 million to be sourced from a combination of US$265 million cash in trust (subject to share redemptions), new equity and alternative sources

metals

PIPE

  • Please see the Subsequent Events above for more details.

ROYALTY DEED

  • Concurrently with the Closing, MAC, Glencore and CMPL will enter into a Royalty Deed under which CMPL will be required, on a quarterly basis to pay to Glencore a royalty equal to 1.5% of Net Smelter Returns.
  • Net Smelter Returns are equal to the gross revenue minus permitted deductions for all marketable and metal-bearing copper material, in whatever form or state, that is mined, produced, extracted or otherwise recovered from the Royalty Area.
  • Glencore has the right to transfer its interest in the Royalty Deed and to take security (as a second-ranking creditor) in relation to the security interest created as a result of the Royalty Deed.

NOTABLE CONDITIONS TO CLOSING

  • Having at least $5,000,001 of net tangible assets remaining after giving effect to all redemptions of Common Stock

NOTABLE CONDITIONS TO TERMINATION

  • By either MAC or Glencore if the conditions precedent to the Closing have not been satisfied or waived by December 23, 2022, or such later date as agreed to in writing
  • By MAC in the event of a material adverse change which reduces the operating cash flows of CMPL by at least US$250,000,000 in any financial year against what it would reasonably be expected to have been but for such event

ADVISORS

  • Citi is serving as financial advisor to MAC.
  • Squire Patton Boggs is serving as legal advisors to MAC.
  • Paul Hastings LLP is serving as legal advisors to MAC.
  • Citigroup Global Markets Inc., Canaccord Genuity, and Ashanti Capital Pty Ltd have been engaged as placement agents in connection with an equity raise.

MANAGEMENT & BOARD

Executive Officers

Michael (Mick) James McMullen, 50
Chief Executive Officer and Director

Michael (Mick) James McMullen brings more than 28 years of senior leadership experience in the exploration, financing, development, and operations of mining companies globally. Mr. McMullen most recently served as the CEO and President at Detour Gold Corporation (“Detour”) from May 2019 to January 2020. Detour is a 600,000 ounce per annum gold producer in Canada. During his tenure, Mr. McMullen took the market capitalization from C$2.1 billion to C$4.9 billion over 7 months (date of deal announcement), which represented an internal rate of return of 208%, leading to the acquisition by Kirkland Lake Gold Ltd. in 2020. Through his strong technical background and commercial acumen, Mr. McMullen established and led a team that reduced all-in-sustaining costs (“AISC”, a mining metric that estimates all direct and recurring costs required to mine a unit of ore) by approximately US$250/oz over that period in a business that had historically been viewed as an underperforming asset. Mr. McMullen also improved safety performance and repaired relations with its First Nations partners, enabling a large increase in operations to be permitted, which was fundamental to the increase in market value of the company. Prior to Detour, Mr. McMullen served as CEO at Stillwater Mining Company (“Stillwater”) from December 2013 to December 2018, where he was instrumental to the increase in market capitalization from US$1.3 billion to US$2.2 billion against a 10% fall in platinum group metals (“PGM”) prices over the same time. Stillwater was sold to Sibanye Gold Ltd. (“Sibanye”) in an all cash deal valued at US$2.7 billion, which represented an internal rate of return of 16% during his 41-month tenure. During his time as CEO at Stillwater, the company reduced AISC by approximately US$300/oz, increased production to approximately 600,000 ounces per annum of PGM’s, developed a new mine, and built its PGM recycling business to be the largest in the world. The Stillwater business had been operating for 27 years prior to Mr. McMullen’s arrival as CEO and was viewed as a difficult operation with poor labor relations and safety track record. Leading up to its eventual sale, the company favorably renegotiated its labor agreements and reduced by half its safety incidence rate to be best-in-class in US underground mining. Mr. McMullen’s time before Stillwater involved the identification, acquisition, development, and operation of a variety of mining assets across North and South America, Europe, Australia and Africa. These ranged from gold to base metals and bulk commodities. In addition, he has provided technical and financial advisory services to many of the larger PE funds, activist funds, and banks providing mining finance. Mr. McMullen has a strong technical background and track record of identifying undervalued opportunities in the mining space, assuming a management position, optimizing the assets, and ultimately realizing shareholder value, ranging from exploration assets (one of two founders at GT Gold Corporation (“GT Gold”), which sold to Newmont Mining Corporation for C$393 million) to large integrated downstream and upstream businesses like Stillwater.

Marthinus (Jaco) J. Crouse, 43
Chief Financial Officer

Marthinus (Jaco) J. Crouse is seasoned mining executive with nearly 20 years of experience in financial management, mine financial planning, business optimization and strategy development. He currently serves as executive director and chief financial officer of AEX Gold. He most recently held the position as the CFO of Detour Gold from June 2019 to January 2020, where he facilitated the successful financial and operational turnaround and sale of the corporation to Kirkland Lake for C$4.9 billion. Prior to Detour, Mr. Crouse was Chief Financial Officer & Vice President-Finance of Triple Flag Mining Finance Ltd. (“Triple Flag”) from September 2016 to January 2020, a Toronto-based private metal streaming business. At Triple Flag, he developed and implemented new financial reporting systems and internal controls, successfully arranged a C$300 million revolving credit facility with major banks, and contributed to a team that committed close to US$1 billion in royalty and streaming transactions. From 2015-2016, Mr. Crouse was Vice President-Business Planning & Optimization at Barrick Gold Corp. where he was instrumental in resetting the operating cost structure (lowering the AISC from US$927/oz in Q1 2015 to US$706/oz in Q1 2016), improving the capital allocation discipline to deliver US$471M of positive free cash flow for the first time in four years by Q4 2015, and debt reduction of US$1.4 billion by Q3 2016, during a period of low gold prices. Mr. Crouse started his career in mining in 2002 by joining Xstrata plc. (“Xstrata”), the world’s largest ferrochrome producer, and went on to integrate and optimize the nickel business unit in 2007 (post the US$18.8 billion acquisition of Falconbridge Ltd), during which he worked extensively in North America. He also fulfilled the role of Asset Manager at Glencore plc (“Glencore”) following its merger with Xstrata in 2013 and was responsible for integrating the previous Xstrata Nickel marketing offices. Mr. Crouse is a Chartered Professional Accountant (Ontario), a Chartered Accountant (South Africa), and a certified Financial Risk Manager (FRM) with a Bachelor Computations (Honours) from the University of South Africa.

Dan Vujcic, 42
Chief Development Officer

Dan Vujcic is an Investment Banker & Corporate Advisor with close to two decades of experience in global capital markets. In 2016, Mr. Vujcic established an independent advisory presence, Tilt Natural Resources Capital Limited, focusing on a selection of key clients globally. Over his career, Mr. Vujcic has advised clients in a diverse range of commodities across numerous jurisdictions, including raising capital in both equity and debt markets globally, supporting the growth ambitions of emerging miners, and attaining a significant presence in the industry. Prior, Mr. Vujcic led the effort to expand Jefferies’ footprint globally through its coverage of emerging small/mid-caps and family offices. Mr. Vujcic was instrumental in leading First Quantum Minerals Ltd.’s (“First Quantum”) US$5 billion acquisition of Inmet Mining Corporation. Mr. Vujcic started his investment banking career at Citi in Sydney in 2003 in the Metals & Mining team and was involved in several high-profile transactions, including Fortescue Metals Group Ltd’s US$2.5 billion US high yield bond, its initial greenfield funding, paving the way for the development of one of the largest global iron ore producers. In 2007, Mr. Vujcic moved to Morgan Stanley in London working closely on transactions with Rio Tinto plc, Anglo American plc, First Quantum, and a number of emerging markets mining clients in the CIS and Asia. Mr. Vujcic completed a Bachelor of Business with 1st Class Honours at the University of Technology, Sydney in 1999 and completed his Chartered Accountants (ICAA) qualification at Arthur Andersen in 2002.

Board of Directors

Patrice E. Merrin, 72
Chair nominee

Patrice E. Merrin is a corporate director with broad experience in the resource sector, heavy industry and capital markets. Ms. Merrin is a frequent speaker and respected, independent voice on industry and governance matters. Since 2014, she has served as an independent non-executive director of Glencore plc, a global commodity trading and mining company based in Switzerland. She chairs the Nominations Committee and serves on the Health, Safety, Environment and Communities, Ethics, Culture and Compliance, and Investigations Committees. She is Glencore’s Engagement Director for North America. Representing a family member, she has served since 2018 on the Board of private steel business Samuel, Son & Co., Mississauga. In June 2019, Ms. Merrin was appointed Chair of the Board of Detour Gold, a role which concluded with the acquisition of Detour Gold by Kirkland Lake Gold in January 2020, a transaction valued at C$4.9 billion. She has served as a director of Arconic Inc., Stillwater, CML HealthCare Inc. (Chair), Novadaq Technologies Group and New Brunswick Power. She was Lead Independent Director of Kew Media Group from March 2017 to December 2019 then Chair until February 2020 at which time the company entered into CCAA.Ms. Merrin has been a nominee on several activist files. Her executive roles in the resource sector have included President, CEO and Director of Luscar Ltd., Canada’s largest thermal coal producer, then owned equally by Sherritt International Corporation and Ontario Teachers’ Pension Plan Board, prior to which she had been EVP and COO of Sherritt International, a Canadian diversified miner where she worked from 1994 to 2004. Ms. Merrin was a director of Climate Change and Emissions Management Corporation, created to support Alberta’s initiatives on climate change and the reduction of emissions. She was a member of the National Advisory Panel on Sustainable Energy Science & Technology and Canada’s National Round Table on the Environment and the Economy. She is a member of Women In Mining and in 2016 was cited as one of the 100 Global Inspirational Women in Mining. Ms. Merrin serves on the board of Perimeter Institute for Theoretical Physics and is a former co-chair of Perimeter’s Emmy Noether Circle, promoting women in physics. She holds a Bachelor of Arts degree from Queen’s University and completed the Advanced Management Programme at INSEAD.

Rasmus Kristoffer Gerdeman, 45
Director Nominee, Audit Chair nominee

Rasmus Kristoffer Gerdeman is a Managing Director at Ankura Consulting in the Office of the CFO practice and brings more than 20 years of experience in capital markets and corporate advisory with a particular focus on the Natural Resources and Industrial Sectors. Mr. Gerdeman provides corporate finance, corporate strategy, and strategic communications counsel to clients around transformational events impacting a corporations enterprise value and reputation. His expertise includes IPOs, strategic investor relations advisory, capital allocation strategies, working capital improvement analyses, mergers and acquisitions, activist defense, restructuring activities, and management transitions. Prior to his role at Ankura, Mr. Gerdeman was a Senior Advisor with FTI Consulting. He also served as Chief Strategy and Investor Relations Officer for Livent Corporation a $2.4bn market cap NYSE listed lithium producer during the company’s IPO and separation from FMC Corporation. Before his role at Livent Corporation, Mr. Gerdeman was a Managing Director at FTI Consulting from 2013-2018 in the Strategic Communications and Corporate Finance segments. Mr. Gerdeman joined FTI Consulting in 2013, after having spent more than 12 years as a buyside analyst at leading U.S. investment firms. He was twice awarded Institutional Investor Magazine’s prestigious “Best of the Buy-Side” for his unparalleled understanding of the industries that he covered. Mr. Gerdeman has served as a senior member of the research and investment teams at Neuberger Berman, Northern Trust Global Investors, and Zweig-Dimenna & Associates. He is also a guest lecturer and mentor to Cornell University MBA Cayuga Fund students focusing on basic materials and natural resources. Mr. Gerdeman holds a Bachelor of Science in finance from North Park University in Chicago, and a Master of Business Administration from S.C Johnson Graduate School of Management at Cornell University and Queen’s School of Business at Queen’s University in Kingston, Ontario.

Neville Joseph Power, 62
Director Nominee

Neville Joseph Power was appointed by the Australian Prime Minister, the Hon. Scott Morrison, to lead the National COVID-19 Coordination Commission (NCCC). Mr. Power is also the Chairman of Perth Airport (since 2018), the Foundation for the WA Museum (since 2018), the Royal Flying Doctor Service Federation Board (since 2019), and is the Deputy Chairman of Strike Energy Ltd. (since 2019). From 2011 to 2018, Mr. Power was Managing Director and Chief Executive Officer of Fortescue Metals Group Ltd, a global leader in the iron ore industry. During his tenure, Fortescue more than quadrupled its production to over 170 million tonnes per annum and positioned itself as the lowest cost supplier of seaborne iron ore to China. During a period of plunging iron ore prices, Mr. Power was able to lead the business from a 55 million tonne miner with an operating cost of US$53/tonne in 2011, to a 170 million tonne vertically integrated producer with a cost of US$12/tonne in 2018. The performance metrics over his term are surpassed, only, by the immensely positive culture created within its 5,000 strong workforce. Today, with a current market capitalisation of A$63 billion, Fortescue is considered a leader in the mining industry for its ability to rapidly grow, relentlessly lower costs, and lead continuous innovation. Before joining Fortescue, Mr. Power held Chief Executive positions at Thiess and the Smorgon Steel Group adding to his extensive background in the mining, steel and construction industries. Mr. Power’s early career was with Mt Isa Mines Ltd (“MIM”), starting as an apprentice fitter and turner and working his way through various areas of the company’s underground and open cut mining, minerals processing and smelting operations over his two decades with the company. During his time at MIM, Mr. Power completed his B.Eng (Mech) at the DDIAE (now University of Southern Queensland), starting his journey as an engineer and transforming his career. In addition, Mr. Power holds an MBA from University of Queensland. In 2016, Mr. Power was named Western Australia’s Business Leader of the Year. He also has a long history in agribusiness and aviation, holding both fixed wing and rotary pilot licenses. Mr. Power is a passionate advocate for health and development of regional and Aboriginal communities. He owns and operates a cattle station in Queensland where he was born and raised. Mr. Power is an Honorary Fellow of both Engineers Australia and a Fellow of The Australasian Institute of Mining and Metallurgy; a member of the Australian Institute of Company Directors.

John Rhett Miles Bennett, 40
Director

John Rhett Miles Bennett has more than 16 years of experience in the exploration, financing, development, and operation of Natural Resources projects globally. Mr. Bennett is the Founder and CEO of Black Mountain, a family of Natural Resources companies established in 2007 to create alpha throughout the value chain. Mr. Bennett currently serves as the CEO of Black Mountain Oil & Gas III and Black Mountain Metals. Previously, Mr. Bennett was Founder and CEO of Black Mountain Sand, a company he founded in 2016, creating the largest in-basin frac sand provider in the United States. Under Mr. Bennett’s leadership, the company grew from 1 employee to over 500 employees in two years. The company executed >US$700 million in capex projects during this time, and within the first two years of existence had contracted >US$360 million in annualized EBITDA. Prior to Black Mountain Sand, Mr. Bennett served as Founder & CEO of Black Mountain Oil & Gas I, where he oversaw the deployment of US$115 million in equity acquiring oil & gas properties throughout southeast New Mexico. Within 16 months of founding the company, he led the company to a sale to Marathon Petroleum Corporation and other buyers for US$700 million, resulting in a 5.5x ROI and 298% internal rate of return. Mr. Bennett has been the recipient of numerous awards in his career: Oil & Gas Investor?—?Forty under 40, The Oil & Gas Awards?—?Future Industry Leader, EY Entrepreneur of the Year?—?Energy Services & National Finalist, D CEO Magazine?—?Oilfield Services CEO of the Year, Fort Worth Inc. Magazine’s 2019 Entrepreneur of Excellence?—?Energy and University of Georgia’s Forty under 40. Mr. Bennett earned his Bachelor of Science in Business Management from the University of Georgia in 2003 and completed the Energy Executive Management Program at the University of Oklahoma Michael F. Price College Of Business in 2012.

Charles D. McConnell, 66
Director Nominee

Charles D. McConnell is a global executive and technology Subject Matter Expert (SME) within energy and power, petrochemicals technology, and the investment-business development marketplace who has led the growth of multimillion-dollar businesses and new business units. Mr. McConnell has expertise in operations, sales, business, marketing, domestic/global management, and managing senior-level technology teams. Mr. McConnell is experienced in both domestic and international markets and was posted in Singapore for business in China, India, Indonesia, Korea, and Malaysia. Mr. McConnell has received worldwide recognition in his development of and advocacy for climate change and carbon policies, e.g., Carbon Capture Utilization and Storage (CCUS), 45Q CCUS, and Enhanced Oil Recovery (EOR) policy. A 35-year veteran of the energy industry, Mr. McConnell joined the Rice University Energy and Environmental Initiative in August 2013 after serving two years as the Assistant Secretary of Energy at the U.S. Department of Energy. At DOE, Mr. McConnell was responsible for the strategic policy leadership, budgets, project management, and research and development of the department’s coal, oil and gas, and advanced technologies programs, as well as for the operations and management of the U.S. Strategic Petroleum Reserve and the National Energy Technologies Laboratories. Prior to joining DOE, Mr. McConnell served as Vice President of Carbon Management at Battelle Energy Technology in Columbus, Ohio and also spent 31 years with Praxair, Inc. Mr. McConnell is a global manager who guides multiple business units through change while communicating with diverse stakeholders, external clients, and investors to create sustainable and profitable growth. He captures new opportunities by assessing market trends, building, motivating and educating high-performing teams, and evaluating technology and business portfolio options. Mr. McConnell revitalizes operations and business models for the energy transition marketplace by leveraging strong strategic planning, tactical client execution, and relationship-building collaboration for growth in energy markets challenged by a lower carbon future. Mr. McConnell has been selected for leadership roles on the Board of the Energy and Environment Foundation North Dakota, EPA Science Advisory Board, Gasification Technologies Council and the Clean Carbon Technology Foundation of Texas. Mr. McConnell holds a bachelor’s degree in chemical engineering from Carnegie-Mellon University (1977) and an MBA in finance from Cleveland State University (1984).

 

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