Exhibit 10.1





 


 


November 9, 2021


RCF Acquisition Corp.


1400 Sixteenth Street


Suite 200


Denver, CO 80202


 


	Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and among RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global
Markets, Inc. and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters
(each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s
units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”),
and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to
purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has
applied to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 10 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of RCF VII Sponsor LLC (the “Sponsor”) and the undersigned
individuals, each of whom is a member of the Company’s board of directors, advisory board and/or management team (each of the undersigned
individuals, an “Insider” and collectively, the “Insiders”), hereby agrees with the
Company as follows:


 


		1.	The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business
Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares (as defined
below) owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it, him
or her in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in
a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary Shares owned by it, him or
her in connection therewith.



 


		2.	The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business
Combination within 18 months from the closing of the Public Offering, or such later period approved by the Company’s shareholders
in accordance with the Company’s amended and restated memorandum and articles of association (as it may be amended from time to
time, the “Articles”), the Sponsor and each Insider shall take all reasonable steps to cause the Company to
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business
days thereafter, redeem 100% of the Class A Ordinary Shares sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as
defined below), including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up
to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Offering Shares, which redemption
will completely extinguish all Public Shareholders’ (as defined below) rights as shareholders (including the right to receive further
liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of
clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases
subject to the other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Articles
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination
or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the required time period set forth
in the Articles or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination
activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any
such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then
issued and outstanding Offering Shares.



 






     


     


    

 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset
of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and
each Insider hereby further waives, with respect to any Ordinary Shares held by it, him or her, if any, any redemption rights it, he or
she may have in connection with (a) the consummation of a Business Combination, including, without limitation, any such rights available
in the context of a shareholder vote to approve such Business Combination, or (b) a shareholder vote to approve an amendment to the Articles
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination
or to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in
the Articles or (B) with respect to any other material other provisions relating to shareholders’ rights or pre-Business Combination
activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their
respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the
Company fails to consummate a Business Combination within the time period set forth in the Articles).


 


		3.	During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after
such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, (i) sell, offer to sell,
contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares (including, but not limited to, Founder Shares),
Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or
exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).



 


		4.	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate a Business
Combination within the time period set forth in the Articles, the Sponsor (the “Indemnitor”), agrees to indemnify
and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to,
any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending
or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products
sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality
or other similar agreement or Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by
a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Offering Share
and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less
than $10.20 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable,
(y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the
Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of
the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall
have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following
written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such
defense.



 






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		5.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional
3,000,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), certain of the Initial Shareholders
agree to forfeit, at no cost, a number of Founder Shares, to be split pro rata between them based on the number of Founder Shares they
hold upon the consummation of the Public Offering, equal to 750,000 multiplied by a fraction, (i) the numerator of which is 3,000,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 750,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued and outstanding Class A Ordinary Shares
after the Public Offering (not including Class A Ordinary Shares underlying the Private Placement Warrants (as defined below)). The Initial
Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase
or sell Units or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public
Offering in such amount as to maintain the ownership of the Initial Shareholders prior to the Public Offering at 20.0% of its issued and
outstanding ordinary shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of
the Public Offering, then (A) the references to 3,000,000 in the numerator and denominator of the formula in the first sentence of this
paragraph shall be changed to a number equal to 15% of the number of Public Shares included in the Units issued in the Public Offering
and (B) the reference to 3,000,000 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of
Founder Shares that the Initial Shareholders would have to surrender to the Company in order for the Initial Shareholders to hold an aggregate
of 20.0% of the Company’s issued and outstanding Class A Ordinary Shares after the Public Offering (not including Class A Ordinary
Shares underlying the Warrants or Private Placement Warrants).



 


		6.	The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company
would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1,
2, 3, 4, 5, 6(a), and 6(b), as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach
and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in
law or in equity, in the event of such breach.



 


(a) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any Class A Ordinary Shares issuable upon
conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B)
subsequent to the Company’s initial Business Combination, (x) if the closing price of the Company’s Class A Ordinary Shares
equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business
Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results
in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property
(the “Founder Shares Lock-up Period”).


 






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(b) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any Class A Ordinary Shares underlying
the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private Placement Warrants
Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding
the provisions set forth in paragraphs 6(a) and 6(b), Transfers of the Founder Shares, Private Placement Warrants and the Class A Ordinary
Shares underlying the Private Placement Warrants that are held by the Sponsor any Insider or any of their permitted transferees (that
have complied with this paragraph 6(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member
of any of the Company’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates;
(b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which
is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case
of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant
to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an a Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation
prior to the completion of a Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s partnership
agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, share exchange or other similar
transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash,
securities or other property subsequent to the Company’s completion of a Business Combination; provided, however,
that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating
to voting, the Trust Account and liquidating distributions).


 


		7.	The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled
from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied,
suspended or revoked. Each Insider’s biographical information furnished to the Company (including any such information included
in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s
background. The Sponsor and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor
and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in
any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any
financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she
is not currently a defendant in any such criminal proceeding.



 






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		8.	Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor
or any officer, nor any director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee,
monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate,
the consummation of a Business Combination (regardless of the type of transaction that it is), other than the following, none of which
will be made from the proceeds held in the Trust Account prior to the completion of a Business Combination: repayment of a loan and advances
up to an aggregate of $300,000 made to the Company by the Sponsor; payment to the Sponsor for certain office space, utilities, secretarial
and administrative support services as may be reasonably required by the Company for a total of $10,000 per month; reimbursement for any
reasonable out-of-pocket expenses related to identifying, investigating, negotiating and completing a Business Combination, and repayment
of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of the Sponsor
or any of the Company’s officers or directors to finance transaction costs in connection with an intended Business Combination,
provided, that, if the Company does not consummate a Business Combination, a portion of the working capital held outside the Trust
Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment.
Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants
would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.



 


		9.	The Sponsor and each Insider has full right and power, without violating any agreement to which it is
bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter
into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby
consents to being named in the Prospectus as an officer and/or director of the Company.



 


		10.	As used herein, (i) “Business Combination” shall mean a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii)
“Ordinary Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per
share (the “Class B Ordinary Shares”); (iii) “Founder Shares” shall mean the 5,750,000
Class B Ordinary Shares issued and outstanding (up to 750,000 of which are subject to complete or partial forfeiture if the over-allotment
option is not exercised by the Underwriters); (iv) “Initial Shareholders” shall mean the Sponsor and any Insider
that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 10,500,000 warrants (or 11,700,000
warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of
$10,500,000 (or $11,700,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall
occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the
holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which
a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b).



 






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		11.	The Company will maintain an insurance policy or policies providing directors’ and officers’
liability insurance, and each Insider shall be covered by such policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any of the Company’s directors or officers.



 


		12.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect
of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written
or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by
a written instrument executed by all parties hereto.



 


		13.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void
and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall
be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.



 


		14.	Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation
other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation,
promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted
transferees.



 


		15.	This Letter Agreement may be executed in any number of original or facsimile counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and
the same instrument.



 


		16.	This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		17.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of New York. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way
to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction
and venue or that such courts represent an inconvenient forum.



 


		18.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter
Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or facsimile or other electronic transmission.



 


		19.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii)
the liquidation of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that
the Public Offering is not consummated and closed by December 31, 2021; provided, further, that paragraph 4 of this Letter Agreement
shall survive such liquidation.



 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 
	 	RCF VII SPONSOR LLC, a Delaware limited liability company
	 	 
		By: 	RESOURCE CAPITAL FUND VII L.P.
		Managing Member of RCF VII Sponsor LLC
	 	 
		By: 	RCFM GP L.L.C.
		General Partner of Resource Capital Fund VII L.P.


 





	 	By:	/s/ Mason Hills
	 	 	Name: 	 Mason Hills
	 	 	Title:	 General Counsel
	 	 	 
	 	By:	/s/ James T. McClements
	 	 	Name: 	James T. McClements
	 	 	 
	 	By:	/s/ Sunny S. Shah
	 	 	Name: 	Sunny S. Shah
	 	 	 
	 	By:	/s/ Robin Anne Bienenstock
	 	 	Name: 	Robin Anne Bienenstock
	 	 	 
	 	By:	/s/ Thomas Boehlert
	 	 	Name: 	Thomas Boehlert
	 	 	 
	 	By:	/s/ Elodie Grant Goodey
	 	 	Name:	 Elodie Grant Goodey
	 	 	 
	 	By:	/s/ Timothy Baker
	 	 	Name: 	Timothy Baker
	 	 	 
	 	By:	/s/ Daniel Malchuk
	 	 	Name: 	Daniel Malchuk
	 	 	 
	 	By:	/s/ Hugo Dryland
	 	 	Name: 	Hugo Dryland


 


[Signature Page to Letter Agreement]


 






     


     


    

 


	 	KAREN A. BOEHLERT 2021 IRREVOCABLE TRUST 
	 	 
	 	By:	/s/ Karen A. Boehlert
	 	 	Name: Karen A. Boehlert
	 	 	Title:	Trustee
	 	 	 
	 	S&R CAPITAL LTD.
	 	 
	 	By: 	/s/ Sunny S. Shah
	 	 	Name: 	 Sunny S. Shah
	 	 	Title: 	Director



 


	Acknowledged and Agreed:	 
	 	 
	RCF ACQUISITION CORP.	 
	 	 	 
	By:	/s/ Sunny S. Shah	 
	 	Name: 	 Sunny S. Shah	 
	 	Title: 	Chief Executive Officer and Director	 


 


[Signature Page to Letter Agreement]