RCF VII Sponsor LLC - May 9, 2023 Form 4 Insider Report for RCF Acquisition Corp. (RCFA)

Role
Director, 10%+ Owner
Signature
By: /s/ Jordan Leon, Attorney-in-Fact for RCF VII Sponsor LLC
Stock symbol
RCFA
Transactions as of
May 9, 2023
Transactions value $
$0
Form type
4
Date filed
5/10/2023, 06:13 PM
Previous filing
Nov 9, 2021
Next filing
Nov 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RCFA Class A Ordinary Shares Conversion of derivative security +5.35M 5.35M May 9, 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RCFA Class B Ordinary Shares Conversion of derivative security $0 -5.35M -100% $0.00 1 May 9, 2023 Class A Ordinary Shares 5.35M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In accordance with the amended and restated memorandum and articles of association of RCF Acquisition Corp. ("RCFA"), RCF VII Sponsor LLC (the "Sponsor") elected to convert 5,347,499 Class B ordinary shares of RCFA, par value $0.0001 per share (the "Class B Ordinary Shares") into Class A ordinary shares of RCFA, par value $0.0001 per share (the "Class A Ordinary Shares") on a one-for-one basis for no consideration.
F2 RCF VII Sponsor LLC is the record holder of the securities reported herein. James McClements has voting and investment discretion with respect to the securities held of record by RCF VII Sponsor LLC.
F3 The Class B Ordinary Shares were (i) convertible into Class A Ordinary Shares at the Sponsor's election on a one-for-one basis and (ii) automatically convertible into Class A Ordinary Shares at the time of the closing of RCFA's initial business combination on a one-for-one basis, in each case subject to adjustment pursuant to certain anti-dilution rights, and had no expiration date.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.