RCF Acquisition Corp. announced a private placement of an convertible promissory note for gross proceeds of $3.6 million on May 11, 2023. The transaction included participation from existing investor RCF VII Sponsor LLC.

The promissory note bears no interest and is repayable in full upon the earlier of the effective date of a business combination, or the date of the company's liquidation. If the company does not consummate a business combination by the extended date, the promissory note will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding principal of the promissory note may be converted into warrants, at a price of $1.00 per warrant, at the option of the sponsor.

Such warrants will have terms identical to the warrants issued to the Sponsor in a private placement that closed simultaneously with the IPO. The contribution and any drawdowns in connection with the Extension are subject to unanimous written consent of the board and the consent of the sponsor.