Exhibit 10.5


 


 





RCF ACQUISITION CORP.


1400 Sixteenth Street


Suite 200


Denver, CO 80202


November 9, 2021


 


RCF VII Sponsor LLC


1400 Sixteenth Street


Suite 200


Denver, CO 80202


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement (this
“Agreement”) by and between RCF Acquisition Corp. (the “Company”) and RCF VII Sponsor
LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the
securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to
a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the
Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the
“Termination Date”):


 


1. The
Sponsor shall make available, or cause to be made available, to the Company, at 1400 Sixteenth Street, Suite 200, Denver, CO 80202
(or any successor location), office space, utilities and secretarial and administrative support services as may be reasonably required
by the Company. In exchange therefor, the Company shall pay the Sponsor $10,000 per month on the Listing Date and continuing monthly thereafter
until the Termination Date; and


 


2. The
Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising
out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due
to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially all
of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and
hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would reduce,
encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to
seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust
Account for any reason whatsoever.


 


This Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter 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 Agreement may not be
amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign
either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.
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 Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state,
without regards to the conflicts of laws principles thereof.


 


[Signature Page Follows]


 




     


     


    

 


	 	Very truly yours, 
	 	 
	 	RCF ACQUISITION CORP.
	 	 	 
	 	By: 	/s/
Sunny S. Shah
	 	 	Name: 	Sunny S. Shah
	 	 	Title:  	Chief Executive Officer and Director


 


	AGREED AND ACCEPTED BY:	 
	 	 
	RCF VII SPONSOR LLC	 
	 	 
	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	 



 


[Signature Page to Administrative Services Agreement]