RCF Acquisition : Change in Certifying Accountants - Form 8-K

Item 4.01.Changes in Registrant's Certifying Accountant.

(a) Resignation of Independent Registered Public Accounting Firm

On November 14, 2023, Grant Thornton LLP ("GT") notified the Audit Committee of the Board of Directors (the "Audit Committee") of RCF Acquisition Corp.'s (the "Company") that GT declined to stand for re-appointment as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.

GT's reports on the financial statements of the Company for the years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle, other than an explanatory paragraph regarding substantial doubt regarding the Company's ability to continue as a going concern.

During the two most recent fiscal years ended December 31, 2022 and through the subsequent interim period up to and including the December 13, 2023, there were no "disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended between the Company and GT on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of GT, would have caused them to make reference to the subject matter of the disagreement in connection with their report on the Company's financial statements for those periods.

There were no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) during the fiscal years ended December 31, 2022 and 2021, and through the subsequent interim period preceding December 13, 2023.

(b) Engagement of new Independent Registered Public Accounting Firm

On December 13, 2023, the Audit Committee has engaged WithumSmith+Brown, PC ("Withum") as its new independent registered public accounting firm. The Company has authorized GT to respond fully to the inquiries of the successor independent registered accounting firm. As part of the new engagement, Withum will audit the financial statements of the Company for the year ended December 31, 2022, so as to avoid any delays in obtaining consents from GT in future filings, as well as December 31, 2023. Accordingly, GT's consent will not be obtained for any future Company filings.

During the two fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through December 13, 2023, the company has not consulted with Withum regarding either: (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the company's financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).

The Company has provided GT with a copy of the foregoing disclosures it is making in this Current Report on Form 8-K prior to its filing and requested, in accordance with applicable practices, that GT furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. Attached as Exhibit 16.1 is a copy of GT's letter, dated December 12, 2023, stating that it agrees with such statements as they relate to their firm.