Exhibit 4.1


 


	NUMBER	UNITS
	U-	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP G7330C 128


 


RCF ACQUISITION CORP.


 


UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE
AND ONE-HALF OF ONE REDEEMABLE WARRANT,


EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE
ONE CLASS A ORDINARY SHARE


 


THIS CERTIFIES THAT                                                         is the
owner of                               Units of RCF Acquisition Corp., a Cayman Islands exempted company (the “Company”), transferable on
the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


Each Unit (“Unit”)
consists of one (1) Class A ordinary share, par value $0.0001 per share (each, an “Ordinary Share”), of the
Company and one-half (1⁄2) of one (1) redeemable warrant (each whole warrant, a “Warrant”). Each Warrant
entitles the holder to purchase one (1) Ordinary Share (subject to adjustment) for $11.50 per share (subject to adjustment). Each Warrant
will become exercisable thirty (30) days after the Company’s completion of a merger, share exchange, asset acquisition, share purchase,
reorganization or other similar business combination with one or more businesses (each a “Business Combination”)
and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the
Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”).
The Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to                               , 2021,
unless Citigroup Global Markets, Inc. elects to allow separate trading earlier, subject to the Company’s filing of a Current Report
on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of
the gross proceeds of the Company’s initial public offering and issuing a press release announcing when separate trading will begin.
No fractional Warrants will be issued upon separation of the Units. The terms of the Warrants are governed by a Warrant Agreement, dated
as of                              , 2021 (the “Warrant Agreement”), between the Company and Continental Stock Transfer & Trust Company,
as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this
certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at One State
Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.


 


Upon the consummation of the
Business Combination, the Units represented by this certificate will automatically separate into the Ordinary Shares and Warrants comprising
such Units.


 


This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar of the Company.


 


This certificate shall be governed by
and construed in accordance with the internal laws of the State of New York.


 


Witness the facsimile signature
of a duly authorized signatory of the Company.


 


	 	 	 
	 	 	Authorized Signatory


 


	 	 	 
	 	 	Transfer Agent



 



     


     


    

 


RCF Acquisition Corp.


 


The Company will furnish without
charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	TEN COM	— 	as tenants in common	 	UNIF GIFT MIN ACT	— 	 	Custodian 	 
	 	 	 	 	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 	 	 
	TEN ENT	—	as tenants by the entireties	 	 	 	Under Uniform Gifts to
Minors Act
	 	 	 	 	 	 	(State)
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	 


 


Additional abbreviations may also be used though
not in the above list.


 


For value received,                                  hereby sells, assigns and
transfers unto


 


(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE)


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)


 


 


Units represented by the within certificate,
and does hereby irrevocably constitute and appoint


Attorney to transfer the said Units on the books of
the within named Company with full power of substitution in the premises.


 


Dated 


 


	 	 	 
	 	Notice:   	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


	Signature(s) Guaranteed:	 
	 	 
	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	 


 


 




    2


     


    

 


As more fully described in,
and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering dated , the
holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in
connection with the Company’s initial public offering in the event that (i) the Company redeems the Ordinary Shares sold in its
initial public offering and liquidates because it does not consummate an initial Business Combination within the time period set forth
in the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, or (ii)
if the holder(s) properly redeem for cash his, her or its respective Ordinary Shares included in the Units represented by this certificate
in connection with (x) a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed
initial Business Combination) setting forth the details of a proposed initial Business Combination or (y) a shareholder vote to amend
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 the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares
if it does not consummate an initial Business Combination within the time period set forth 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 the same may be amended from time to time. In no other circumstances shall the holder(s)
have any right or interest of any kind in or to the trust account.


 


 


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