RCF Acquisition Corp. announced a private placement of an unsecured convertible promissory note for gross proceeds of $5,000,000 on April 1, 2022. The transaction included participation from existing investor RCF VII Sponsor LLC.

The investor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note, up to $1,500,000 in the aggregate, into warrants to purchase the Company's Class A ordinary shares, par value $0.0001 per share at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company's initial public offering. All unpaid principal under the Convertible Note will be due and payable in full on the earlier of May 15, 2023 and 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.