Exhibit 10.1


 


THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”)
AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS
NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND
THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED
MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT ANY SALE OR OTHER
DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


RCF ACQUISITION CORP.

CONVERTIBLE PROMISSORY NOTE


 


	
    Principal Amount: Not to Exceed $5,000,000

    (See Schedule A)
	Dated as of April 1, 2022


 


FOR VALUE RECEIVED and subject
to the terms and conditions set forth herein, RCF Acquisition Corp., a Cayman Islands exempted company (the “Maker”),
promises to pay to the order of RCF VII Sponsor LLC or its registered assigns or successors in interest (the “Payee”),
or order, the principal balance as set forth on Schedule A hereto in lawful money of the United States of America; which schedule
shall be updated from time to time by the parties hereto to reflect all advances and readvances outstanding under this Note; provided
that at no time shall the aggregate of all advances and readvances outstanding under this Note exceed FIVE MILLION Dollars ($5,000,000).
Any advance hereunder shall be made by the Payee upon receipt of a written request of the Maker, related to ongoing expenses reasonably
related to the business of the Maker and the consummation of the Business Combination (as defined below), and shall be set forth on Schedule
A. Any advance hereunder shall only be made by the Payee as, and to the extent, expenses are incurred or are reasonably expected to
be incurred and the amounts of such advance shall be used to pay or repay such expenses. All payments on this Note shall be made by check
or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to
time designate by written notice in accordance with the provisions of this Note.


 


1. Principal. All unpaid
principal under this Note shall be due and payable in full on the earlier of (i) May 15, 2023 and (ii) the effective date of a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one
or more businesses (the “Business Combination”) (such earlier date, the “Maturity Date”),
unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding principal amount to date under this
Note may be prepaid at any time by the Maker, at its election and without penalty; provided, however, that Payee shall have
a right to first convert such principal balance pursuant to Section 5 below upon notice of such prepayment.


 


2. Interest. No interest
shall accrue on the unpaid balance of this Note.


 


3. Application of Payments.
All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including
(without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of
the unpaid principal balance of this Note.


 


4. Events of Default.
The occurrence of any of the following shall constitute an event of default (“Event of Default”):


 


(a) Failure to Make Required
Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days after the date
specified above or issue warrants pursuant to Section 5 hereof, if so elected by the Payee.


 


(b) Voluntary Bankruptcy,
Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing.


 






     


    


    

 


(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.


 


5. Conversion 


 


(a) Optional Conversion.
At the option of the Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this Note (or any portion thereof),
up to $1,500,000 in the aggregate, may be converted into warrants to purchase shares of Class A ordinary shares of the Maker (“Ordinary
Shares”) at a conversion price (the “Conversion Price”) equal to $1.00 per warrant (“Warrants”).
If the Payee elects such conversion, the terms of such Warrants issued in connection with such conversion shall be identical to the warrants
issued to the Payee in the private placement that closed on November 15, 2021 (the “Private Placement Warrants”)
in connection with the Maker’s initial public offering that closed on November 15, 2021 (the “IPO”); provided,
however, that the Warrants shall not be subject to forfeiture in connection with the Business Combination and that each Warrant
shall entitle the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to the same adjustments applicable
to the Private Placement Warrants made after the date of issuance of the Private Placement Warrants. Before this Note may be converted
under this Section 5(a), the Payee shall surrender this Note, duly endorsed, at the office of the Maker and shall state therein
the amount of the unpaid principal of this Note to be converted and the name or names in which the certificates for Warrants are to be
issued (or the book-entries to be made to reflect ownership of such Warrants with the Maker’s transfer agent). The conversion shall
be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note and the person or persons
entitled to receive the Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such Warrants
as of such date. Each such newly issued Warrant shall include a restricted legend that contemplates the same restrictions as the Private
Placement Warrants. The Warrants and Ordinary Shares issuable upon exercise of the Warrants shall constitute “Registrable Securities”
pursuant to that certain Registration Rights Agreement, dated November 9, 2021, among the Maker, the Payee and certain other security
holders named therein.


 


(b) Remaining Principal.
All accrued and unpaid principal of this Note that is not then converted into Warrants, shall continue to remain outstanding and to be
subject to the conditions of this Note.


 


(c) Fractional Warrants;
Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Note. In lieu of any fractional Warrants to the
Payee upon conversion of this Note, the Maker shall pay to the Payee an amount equal to the product obtained by multiplying the Conversion
Price by the fraction of a Warrant not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment
of any amounts specified in this Section 5(c), this Note shall be cancelled and void without further action of the Maker or the
Payee, and the Maker shall be forever released from all its obligations and liabilities under this Note.


 


6. Remedies.


 


(a) Upon the occurrence of
an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due
immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon the occurrence of
an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note, and all other sums payable
with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the
Payee.


 


7. Waivers. The Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the
terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real
or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or
providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real
estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon
any such writ in whole or in part in any order desired by the Payee.


 


8. Unconditional Liability.
The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be
affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and
consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment
or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without
notice to the Maker or affecting the Maker’s liability hereunder.


 






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9. Notices. All notices,
statements or other documents that are required or contemplated by this Note shall be in writing and delivered (i) personally or sent
by first class registered or certified mail, overnight courier service to the address designated in writing, (ii) by facsimile to the
number most recently provided to such party or such other address or fax number as may be designated in writing by such party, or (iii)
by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be
designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of
delivery, if delivered personally or by facsimile or electronic transmission; one (1) business day after delivery to an overnight courier
service; or five (5) days after mailing if sent by first class registered or certified mail.


 


10. Construction. THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN
THE STATE OF NEW YORK.


 


11. Severability. Any
provision contained in this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12. Trust Waiver. Notwithstanding
anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any distribution of or from the trust account established in which the proceeds of the IPO conducted by the Maker (including
the deferred underwriters discounts and commissions) and certain proceeds of the sale of the Private Placement Warrants were deposited,
as described in greater detail in the registration statement and prospectus filed with the U.S. Securities and Exchange Commission in
connection with the IPO on October 25, 2021, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim
against the trust account for any reason whatsoever.


 


13. Amendment; Waiver.
Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.


 


14. Successors and Assigns.
Subject to the restrictions on transfer in Sections 15 and 16 below, the rights and obligations of the Maker and the Payee
hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation
of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void.


 


15. Transfer of this Note
or Securities Issuable on Conversion. With respect to any sale or other disposition of this Note or securities into which this Note
may be converted, the Payee shall give written notice to the Maker prior thereto, describing briefly the manner thereof, together with
(i) except for a Permitted Transfer, in which case the requirements in this clause (i) shall not apply, a written opinion reasonably satisfactory
to the Maker in form and substance from counsel reasonably satisfactory to the Maker to the effect that such sale or other distribution
may be effected without registration or qualification under any federal or state law then in effect and (ii) a written undertaking executed
by the desired transferee reasonably satisfactory to the Maker in form and substance agreeing to be bound by the restrictions on transfer
contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgement,
the Maker, as promptly as practicable, shall notify the Payee that the Payee may sell or otherwise dispose of this Note or such securities,
all in accordance with the terms of the note delivered to the Maker. If a determination has been made pursuant to this Section 15
that the opinion of counsel for the Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably
satisfactory to the Maker, the Maker shall so notify the Payee promptly after such determination has been made. Each Note thus transferred
shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless
in the opinion of counsel for the Maker such legend is not required in order to ensure compliance with the Securities Act. The Maker may
issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this
Note shall be registered upon registration on the books maintained for such purpose by or on behalf of the Maker. Prior to presentation
of this Note for registration of transfer, the Maker shall treat the registered holder hereof as the owner and holder of this Note for
the purpose of receiving all payments of principal hereon and for all other purposes whatsoever, whether or not this Note shall be overdue
and the Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer” shall
have the same meaning as any transfer that would be permitted for the Private Placement Warrants under the Letter Agreement, dated November
9, 2021, among the Maker, the Payee and the other parties thereto.


 


16. Acknowledgment.
The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale
in connection with, any distribution thereof. The Payee understands that the acquisition of this Note involves substantial risk. The Payee
has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk
of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first
above written.


 


	 	RCF ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Thomas M. Boehlert
	 	Name: 	Thomas M. Boehlert
	 	Title:	Chief Financial Officer and Director


 


Acknowledged and agreed as of the date first above
written.


 


	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	 


 


[Signature Page to Convertible Promissory Note]


 




     


    


    

 


SCHEDULE A


 


Subject to the terms and
conditions set forth in the Note to which this schedule is attached to, the principal balance due under the Note shall be set forth in
the table below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note. 


 


	Date	 	Drawing	 	 	Description	 	Principal

 Undrawn

 Balance