Exhibit 10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between
RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer &
Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-[●] (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering (the “Offering”)
of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary
shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole
warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities
and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global
Markets Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS,
as described in the Prospectus, $204,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined
in the Underwriting Agreement) (or $234,600,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein
as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as
the “Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to
the Underwriters upon and concurrently with the consummation of the Business Combination (as defined herein) (the “Deferred
Discount”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the Company;


 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in
money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined
by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder and the Trustee may earn bank credits or other consideration;


 






     


     


    

 


(d) Collect
and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Promptly
notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer,
President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the
“Board”) or other authorized officer of the Company, and, in the case of Exhibit A hereto,
acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in
the Trust Account, 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), only as directed in the Termination Letter and the other documents
referred to therein, or (y) upon the date which is the later of (1) 18 months after the closing of the Offering and (2) such later
date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum
and articles of association if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust
Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached hereto as Exhibit
B and the Property in the Trust Account, 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), shall be distributed to the Public Shareholders
of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share
initially deposited in the Trust Account;


 


(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company
the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of
assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by
electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority
so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided, however, that
to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held
in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that
any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall
have no responsibility to look beyond said request;


 


(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public Shareholders
on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted
in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of
association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial
business combination or to redeem 100% of the Ordinary Shares included in the Units sold in the Offering (the “public shares”)
if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and
restated memorandum and articles of association or (B) with respect to any other material provisions relating to shareholders’
rights or pre- initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request;
and


 






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(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief
Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties under
Sections 1(i), (j) and (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on,
any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the
persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable
counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection
with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand,
which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned
on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which
the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage
the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim
without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate
in such action with its own counsel;


 


(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through (k)
hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation
of the Offering. Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after
the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set
forth in this Section 2(c), on Schedule A hereto and as may be provided in Section 2(b) hereof;


 


(d) In
connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;


 


(e) Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f) Unless
otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A hereto)
delivered in connection with a Termination Letter in the form of Exhibit A hereto expressly provides that the Deferred Discount
is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the
funds held in the Trust Account to the Company or any other person;


 






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(g) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement;


 


(h) If
the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) that would modify the
substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed
in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not
complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating
to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the
Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions
for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and


 


(i) Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.


 


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to
any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Change
the investment of any Property, other than in compliance with Section 1 hereof;


 


(e) Refund
any depreciation in principal of any Property;


 


(f) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 


(h) Verify
the accuracy of the information contained in the Registration Statement;


 


(i) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;


 






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(j) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to,
income tax obligations, except pursuant to Section 1(j) hereof; or


 


(l) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j)
or (k) hereof.


 


4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination.
This Agreement shall terminate as follows:


 


(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the
United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or


 


(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall
terminate except with respect to Section 2(b) hereof.


 


6. Miscellaneous.


 


(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the funds.


 


(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 






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(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections
1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of
sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company,
voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly elected
to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this Agreement (A) that would modify the substance
or timing of the Company’s obligation to provide for the redemption of the Ordinary Shares in connection with the Company’s
initial Business Combination or to redeem 100% of its Ordinary Shares if the Company does not complete its initial Business Combination
within the time frame specified in the Company’s amended and restated memorandum and articles of association or (B) with respect
to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity), this Agreement
or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by
each of the parties hereto.


 


(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this 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 by electronic
mail:


 


	 
	if to the Trustee,
    to:
	 	 
	 	Continental
    Stock Transfer & Trust Company
	 	1
    State Street, 30th Floor
	 	New
    York, New York 10004
	 	Attention: Francis Wolf
    & Celeste Gonzalez
	 	Email:
                                      fwolf@continentalstock.com

    Email:
    cgonzalez@continentalstock.com

	 	 
	 	if to the Company, to:
	 	 
	 	RCF
        Acquisition Corp.

    1400
    Sixteenth Street

    Suite
    200

    Denver,
    Colorado 80202

    Attention:
Sunny S. Shah

    Email:
    sunny@rcfacquisitioncorp.com

	 	 
	 	in each case, with copies
    to:
	 	 
	 	White
    & Case LLP
	 	1221
    Avenue of the Americas
	 	New
    York, New York 10020
	 	Attention:
    Elliott Smith
	 	Email:
    elliott.smith@whitecase.com
	 	 
	 	if to the Representative,
    to:
	 	 
	 	Citigroup
                                      Global Markets Inc.

    388
    Greenwich Street

    New
    York, New York 10013

    Attention:
    General Counsel

    Fax
    No.: (646) 291-3297




 






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	 	with copies to:
	 	 
	 	Kirkland
                                     & Ellis LLP

    601
    Lexington Avenue

    New
    York, New York 10022

    Attention:
    Christian O. Nagler

    Email:
    cnagler@kirkland.com

     

	 	Kirkland
                                     & Ellis International LLP

    30
    St Mary Axe

    London
    EC3A 8AF

    United
    Kingdom

    Attention: Cedric Van den Borren

    Email:
    cedric.vandenborren@kirkland.com

	 	 


(f) Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not
make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(g) This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(h) This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


(i) Each
of the Company and the Trustee hereby acknowledges and agrees that the Representative on behalf of the Underwriters are third-party beneficiaries
of this Agreement.


 


(j) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature
Page Follows] 


 






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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST
    COMPANY, as Trustee
	 	 
	 	By:	
	 	 	Name: 	Francis Wolf
	 	 	Title:	Vice President
	 	 
	 	RCF ACQUISITION CORP.
	 	 
	 	By:	
	 	 	Name: 	Sunny S. Shah
	 	 	Title:	Chief Executive Officer and Director


 


[Signature
Page to Investment Management Trust Agreement]


 






     


     


    

 


SCHEDULE
A


 


	Fee
    Item	 	Time
    and method of payment	 	Amount	 
	Initial set-up
    fee.	 	Initial closing
    of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration
    fee	 	Payable annually. First
    year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000.00	 
	Transaction processing
    fee for disbursements to Company under Section 1	 	Billed to Company following
    disbursement made to Company under Section 1	 	$	250.00	 
	Paying agent services as
    required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon
    delivery of service pursuant to Sections 1(i) and 1(k)	 	 	Prevailing
    rates	 


  




    	 



    	 



    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attention:
Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust Account - Termination
    Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between RCF Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with ___________ (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or
such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account,
and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect
to the Deferred Discount)). . It is acknowledged and agreed that while the funds are on deposit in said trust operating account at J.P.
Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Underwriter will earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer, Chief Operating
Officer or President, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if
a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds
held in the Trust Account, including payment of amounts owed to Public Shareholders who have properly exercised their redemption rights
and payment of the Deferred Discount directly to the account or accounts directed by the Representative from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your
receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing
of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses
related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on
the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	RCF Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name: Sunny S. Shah
	 	 	Title: Chief Executive Officer and Director


 


	Agreed and acknowledged by:
	 
	Citigroup Global
    Markets Inc.
	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attention:
Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust Account - Termination
    Letter


  


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between RCF Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
(the “Business Combination”) within the time frame specified in the Company’s amended and restated memorandum
and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not
defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Shareholders. The Company has selected __________1 as the effective date for the purpose of determining when the Public
Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned
by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the paying agent of record
and, in your separate capacity as paying agent, agree to distribute said funds directly to the Company’s Public Shareholders in
accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section
1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	RCF Acquisition Corp.
	 	 
	 	By:	
	 	 	Name: Sunny S. Shah
	 	 	Title: Chief Executive Officer and
    Chairman
	cc:
        Citigroup Global Markets, Inc.
	 


 





 



		1	18
months from the closing of the Offering, or at a later date, if extended.



 






     


     


    

 





EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attention:
Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust Account - Tax
    Payment Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between RCF Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $_______   of the interest
income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	RCF Acquisition Corp. 
	 	 
	 	By:	 
	 	 	Name: Sunny S. Shah
	 	 	Title: Chief Executive Officer and
    Director
	 	 
	cc: Citigroup Global Markets, Inc.	 


 






     


     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attention:
Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust Account - Shareholder
    Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between RCF Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____ of
the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries
for distribution to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company
in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of
association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial
Business Combination or to redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business Combination
within such time as is described in the Company’s amended and restated memorandum and articles of association or (B) with respect
to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are
hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very truly yours,
	 	 
	 	RCF Acquisition Corp. 
	 	 
	 	By:	 
	 	 	Name: Sunny S. Shah
	 	 	Title: Chief Executive Officer and
    Chairman
	 	 
	cc: Citigroup Global Markets, Inc.