Perception Capital Corp. IV *
PROPOSED BUSINESS COMBINATION: Blue Gold Holdings Limited
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD
RCF Acquisition Corp. entered into a definitive business combination agreement with Blue Gold Holdings Limited
- Blue Gold is a newly formed company incorporated in the United Kingdom, with the intent to acquire Tier 1 gold mining assets. Blue Gold’s initial activities will be focused on the Ashanti gold belt located in Ghana.
EXTENSION – 11/20/24 – LINK
- The SPAC approved the extension from November 15, 2024 to November 15, 2025.
- 4,444,744 shares were redeemed.
- $5K per month will be deposited into the trust account.
SUBSEQUENT EVENT – 9/11/24 – LINK
- Warrant Exchange Agreement
- The Sponsor agreed to exchange its 9,067,500 private placement warrants for an aggregate of 755,625 Exchange Shares.
- Preferred Stock Purchase Agreement
- The Company agreed to sell to BCMP Services Limited an aggregate of 609,250 preference shares (the “Preference Shares”) in two tranches for aggregate consideration of $700,000.
- Each Preference Share shall automatically convert into 20 Class A Ordinary Shares on the date that is 61 days after completion of the Company’s initial Business Combination.
- The Company agreed to sell to BCMP Services Limited an aggregate of 609,250 preference shares (the “Preference Shares”) in two tranches for aggregate consideration of $700,000.
EXTENSION – 12/11/23 – LINK
- The SPAC approved the extension from May 15, 2024 to November 15, 2024.
- 8,236,760 shares were redeemed for $10.96 per share.
- $50K per month will be deposited into the trust account.
- The SPAC changed its name from RCF Acquisition Corp to Perception Capital Corp. IV.
TRANSACTION
- A newly-formed entity (“PubCo”) will undertake a share exchange with Blue Gold and the holders of the outstanding Blue Gold shares will receive equity in PubCo valued at $114.5 million.
- The boards of directors of both Blue Gold and Perception have unanimously approved the proposed Transaction.
- The closing of the Transaction is anticipated to occur in the second quarter of 2024 and Blue Gold is anticipated to list on The New York Stock Exchange.
SPAC FUNDING
- There is no additional funding at this time.
LOCK-UP
- Sponsor
- 18 months following the Closing
- Company
- Not mentioned.
NOTABLE CONDITIONS TO CLOSING
- There is no minimum cash closing condition.
NOTABLE CONDITIONS TO TERMINATION
- November 5, 2024 (the “Outside Date”)
- The outside date was extended from November 5, 2025 to January 31, 2025. – LINK
ADVISORS
- Blue Gold Advisor:
- Nelson Mullins Riley & Scarborough LLP is serving as counsel
- SPAC Advisor:
- Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), is serving as exclusive financial advisor and lead capital markets advisor
- Loeb & Loeb LLP is serving as counsel
SUBSEQUENT EVENT – 11/3/23 – LINK
- On November 2, 2023, RCF Sponsor VII LLC (the “Sponsor”) made an agreement (the “SPA”) with Perception Capital Partners IV LLC (the “Buyer”).
- The Buyer will acquire certain shares and warrants (together called the “Securities”) from the Sponsor. The transactions will be completed on November 6, 2023, as stated in the SPA.
- The Sponsor expects to change the name of the SPAC to “Perception Capital Corp. IV“
- The Buyer will acquire certain shares and warrants (together called the “Securities”) from the Sponsor. The transactions will be completed on November 6, 2023, as stated in the SPA.
EXTENSION – 5/15/23 – LINK
- The SPAC approved the extension from May 15, 2023 to May 15, 2024.
- 9,985,568 shares were redeemed for $10.50 per share.
- $300K per month will be deposited into the trust account.
MANAGEMENT & BOARD
Executive Officers
Rick Gaenzle, 58 [Appointed]
Chief Executive Officer and Director
Mr. Gaenzle has over 30 years of private equity investment and corporate finance experience; he is a co-founder and currently serves as a Managing Director of Gilbert Global Equity Capital, L.L.C., the principal investment advisor to Gilbert Global Equity Partners, L.P. and related entities, a $1.2 billion leveraged buyout and private equity fund. Mr. Gaenzle has spent the last 28 years at Gilbert Global and its predecessor entity, completing over 110 direct equity investments, co-investments and add-on acquisitions for portfolio companies. He also serves as the Chief Executive Officer and a member of the board of directors of Perception Capital Corp. III, and previously served in that same role on Perception Capital Corp. II. Previously, Mr. Gaenzle was a Principal of Soros Capital L.P., the principal venture capital and leveraged equity entity of the Quantum Group of Funds and a principal advisor to Quantum Industrial Holdings Ltd. Prior to joining Soros Capital, Mr. Gaenzle held various positions at PaineWebber Inc. Mr. Gaenzle currently serves as an Operating Partner of NPGand Chairman of Lake Street Homes, a single-family rental investment vehicle. Mr. Gaenzle previously served on the boards of CPM Holdings, Inc., True Temper Corp, Optical Capital Group, Inc., Birch Telecommunications, Inc., E-via S.p.A., Tinka-ServiCos de Consultoria, S.A., the LaserSharp Corporation and Sustainable Opportunities Acquisition Corp. (“SOAC”), where he also served as Chairman of the Audit Committee. Mr. Gaenzle holds a B.A. from Hartwick College and an M.B.A. from Fordham University.
Tao Tan, 38 [Appointed]
Chief Executive Officer and Director
Mr. Tan has nearly 15 years of experience across finance, strategy and business transformation. He serves as Co-President of Perception Capital Corp. III, and previously served as Co-President of Perception Capital Corp. II. Prior to joining Perception, Mr. Tan was an officer and a senior advisor to multiple investing and operating entities. Until 2020, Mr. Tan was an Associate Partner at McKinsey & Company’s New York office. At McKinsey, Mr. Tan led teams across the firm’s transformation and private equity & principal investor practices, where he drove comprehensive performance transformation and turnaround programs for companies with revenues ranging from $200 million to $25 billion across multiple industries and continents. Most recently, Mr. Tan helped found, launch and lead McKinsey’s SPAC service line, and served in a leadership role in McKinsey’s COVID-19 client response team. Prior to McKinsey, Mr. Tan was a Senior Associate at Rose Tech Ventures, where he led the firm’s first-round investment in JUMP Bikes, which was subsequently sold to Uber in 2018. Prior to Rose Tech Ventures, Mr. Tan served in investment banking and capital markets roles at Bank of America Merrill Lynch and Lehman Brothers. Mr. Tan is a member of the Council on Foreign Relations and of the Economic Club of New York. He serves as Co-President of Perception Capital Corp. II, Mr. Tan received his B.A. and his M.B.A, both with honors, from Columbia University in the City of New York, where he was an Erwin Wolfson Scholar and a Toigo Foundation Fellow.
John Stanfield, 42 [Appointed]
Chief Executive Officer and Director
Mr. Stanfield, age 42, has significant experience with U.S. GAAP, finance, operations, and taxation demonstrated over several years and several billion dollars of enterprise value in the private equity and alternative asset industry. He has been a Certified Public Accountant since 2006 and has served as senior principal with Stanfield & Associates, a public accounting firm specializing in the private equity industry and international taxation, since 2011. Mr. Stanfield has also served as Chief Executive Officer at Aequum Capital, LLC, a tech-enabled commercial lender, since August 2023 and Chief Financial Officer at Welsbach Technology Metals Acquisition Corp. (Nasdaq:WTMAU) since December 2021. He held the role of Co-President at Aequum from September 2021 to August 2023. Previously, he served as Chief Executive Officer of Lorem LLC, a provider of accounting services for special purpose acquisition companies, from May 2021 to September 2022, and as Chief Financial Officer at LQD Business Finance, a national fintech startup, from 2018 to September 2020. Mr. Stanfield holds a B.A. and an M.S.T. from the University of Illinois Urbana-Champaign and an M.S.A from DePaul University.
Sunny S. Shah, 39 [Resigned]
Chief Executive Officer and Director
Mr. Shah is an accomplished investment banker with over 18 years of global metals and mining advisory experience. From May 2011 to June 2021, he was an investment banker at Goldman Sachs (NYSE: GS), where most recently he was managing director and head of EMEA Metals and Mining investment banking division for Goldman Sachs International, as well as manager for all analysts within the EMEA Natural Resources team. Prior to working at Goldman Sachs, Mr. Shah spent eight years at Citigroup Inc. (NYSE: C) in both London and New York in a similar role. Over his career, Mr. Shah has executed and advised on over $225 billion in M&A and financing transactions. Selected notable transactions on which he has advised include: (i) Acerinox, S.A. (OTCMKTS: ANIOY) on its acquisition of VDM, a special metal alloy manufacturer; (ii) Anglo American PLC (OTCMKTS: NGLOY) (“Anglo American”), on its sale of an equity stake in the Quellaveco Copper Project to Mitsubishi Corporation (OTCMKTS: MSBHF); (iii) Anglo American, on the sale of its Niobium and Phosphates business for $1.5 billion to China Molybdenum Co. Ltd (OTCMKTS: CMCLF); (iv) Anglo American, on the sale of its Anglo Norte business, Mantos Copper; (v) BHP Group Ltd. (NYSE: BHP), on its proposal to combine with Rio Tinto Group (OTCMKTS: RTNTF); and (vi) Arcelor on numerous M&A and financing transactions, including its recent $2 billion capital raise, its acquisition of Essar Steel India Private Limited as well as the merger between Mittal Steel and Arcelor. Through his experience, Mr. Shah has developed an extensive global network within the metals and mining industry across base, battery and ferrous metals as well as downstream steel. He holds a Bachelor of Science (Honors) in Business Mathematics and Statistics from the London School of Economics.
Thomas M. Boehlert, 61 [Resigned]
Chief Financial Officer and Director
Mr. Boehlert is a senior natural resources and commodity executive with over 20 years of experience across a range of public and private companies. Most recently, from 2017 to 2019, he served as chief financial officer and executive vice president of Bunge, a global agricultural and food company where he designed, managed and implemented the Global Competitiveness Program to improve business effectiveness and reduce costs and played a key role in guiding the company through M&A, leadership transitions, financings, and activist investor settlements to drive value creation. Prior to working at Bunge, Mr. Boehlert served as chief executive officer, president and director at First Nickel Inc. (TSX: FNI), a private equity-backed base metal mining company, from 2011 to 2015, where he was instrumental in recruiting an experienced leadership team, advancing a mine from development into production and setting a clear operating strategy. Mr. Boehlert also served as chief financial officer and executive vice president of Kinross from 2006 to 2011, during which time the market value of Kinross grew from approximately $6 billion to $20 billion. He has also held chief financial officer roles with Texas Genco, Direct Energy LP and Sithe Energies, Inc. Earlier in his career, Mr. Boehlert created and led Credit Suisse Group’s EMEA infrastructure and project finance business. He has served as chair of each of the Audit Committee and the Compensation Committee of the board of directors of Arizona Sonoran Copper Company, Inc. since 2020. From September 2019 to February 2021, Mr. Boehlert served on the board of directors of TMAC Resources Inc. (TMX: TMR) where he was chair of the Audit Committee and a member of the Special Committee. He was also previously a member of the board of directors of Harry Winston Diamond Corp. Mr. Boehlert holds a Master’s of Business Administration degree from New York University and a Bachelor of Arts degree from Indiana University and is a certified public accountant (inactive).
Board of Directors
James McClements, 58 [Resigned]
Chairman and Director
Mr. McClements co-founded RCF in 1998 and has helped to oversee its strategic direction since its founding. He has 35 years of experience in the mining industry and, prior to launching RCF, was a natural resources sector banker at both N.M. Rothschild & Sons and Standard Chartered PLC. Mr. McClements has extensive experience in project identification and development, valuation, M&A and sourcing capital across both private and public capital markets. He has served on the boards of directors of eight public mining companies and numerous private portfolio companies. Mr. McClements currently serves on the boards of directors of three mining companies: (i) Mineral Resources Ltd. (OTCMKTS: MALRF), a mining company with an A$10 billion market capitalization and a substantial mining services division as well as iron ore and lithium operations; (ii) Ausenco, a global, market-leading engineering services business and a RCF portfolio company with 26 offices across 14 countries currently executing several new copper mine developments; and (iii) GAM, another RCF portfolio company, which is a leading producer and manufacturer of downstream tantalum products, with an active additive manufacturing business that Mr. McClements was instrumental in establishing. He began his professional career with BHP Limited after completing an honors degree in Economics from the University of Western Australia.
R. Rudolph Reinfrank [Appointed]
Director
…
Thomas J. Abood [Appointed]
Director
…
Robin Anne Bienenstock, 52 [Resigned]
Director
Ms. Bienenstock is a successful investor and independent public company director with over 25 years of blue-chip experience with global companies. Until April 2021, she served as an investment partner at RBMP, a long-short hedge fund which she founded in London in 2017. RBMP employed a contrarian value philosophy focusing on developed world equities across numerous sectors including metals and mining. Prior to RBMP, Ms. Bienenstock was a partner at Marlin Sams Fund LP, a highly concentrated value-investment firm, a highly-ranked senior analyst at Sanford Bernstein & Co., LLC from 2007 to 2014, and Associate Principal at McKinsey & Company. Ms. Bienenstock currently serves as a non-executive director on the board of directors at Cogeco Communications (OTCMKTS: CGEAF), where she has been a member of the Audit Committee since November 2020. Previously, she served as chair of the Safety & Corporate Social Responsibility Committee and a member of the Corporate Governance Committee of the board of directors of Torex Gold Resources Inc. (OTCMKTS: TORXF). She has also served as: chair of the Compensation Committee and a member of the Corporate Governance Committee of the board of directors of Pretium Resources Inc. (NYSE: PVG) from October 2018 to January 2021; a non-executive director and member of the Audit Committee of the board of directors of Sunrise Communications Group AG, a Swiss telecommunications provider, from April 2016 to April 2020; a non-executive director and member of the Audit Committee of the board of directors of Tele Columbus AG (Xetra: Tele Columbus), a German cable provider, from December 2014 to December 2016; and a member of the board of directors of Oi S.A. (NYSE: OIBR.C), one of the largest telecommunications companies in Brazil and South America. Ms. Bienenstock holds a Bachelor of Arts degree from Trinity College, Oxford University, a Master’s Degree in International Economics and Management from SDA Bocconi and was a PhD Candidate in International Relations and a Canadian Defence Scholar in Political Science at the University of Toronto.
Elodie Grant Goodey, 48 [Resigned]
Director
Ms. Grant Goodey is a leading ESG professional with over 25 years of senior leadership and board level experience in social performance, governance, risk assessment, stakeholder engagement and external issues management across the oil and gas and mining industries. She is currently a managing director with Saltus Consulting Limited, where she leads ESG consulting projects for the extractive industry in Africa and Latin America, and is also practice lead at International Conflict and Security (INCAS) Consulting Ltd., where she focuses on human rights compliance and responsible sourcing for the extractive industry. Prior to these roles, Ms. Grant Goodey worked for over 17 years at BP PLC (NYSE: BP) in a variety of roles including as head of societal issues and relationships from 2010 to 2015. In this position, she was responsible for leading the identification and management of social policy issues and stakeholder engagement. Ms. Grant Goodey has served as the senior independent director, chair of the Audit and Risk Committee, a member of the Remuneration Committee, and chair of the Health, Safety, Environment and Community Committee on the board of directors of SolGold PLC (OTCMKTS: SLGGF) since 2020 and also serves as a member of the Advisory Board for Celicourt Communications, a leading communications consultancy based in London. Previously, she was a member of the board of directors of Amerisur Resources (LON: AMER) and the Extractive Industries Transparency Initiative as well as a member of the FTSE’s ESG Advisory Group. Earlier in her career, Ms. Grant Goodey held roles with Monitor Deloitte and BBC World Service and has volunteered for a number of human rights nonprofit organizations. She holds a Bachelor of Arts degree from the University of London and a Diplôme d’études universitaires générales in History from the Sorbonne.
Timothy Baker, 69 [Resigned]
Director
Mr. Baker is an experienced corporate director and mining executive with over 40 years of experience in the mining industry. Mr. Baker served as chief operating officer of Kinross Gold Corporation (NYSE: KGC), a senior gold mining company with operations in the USA, Chile, Brazil, Russia and West Africa, from 2006 to his retirement in 2010. Prior to that he worked for nearly 20 years for Placer Dome Inc. (“Placer Dome”) in Canada, Chile, Venezuela, the USA and Tanzania, culminating as Country Manager for Chile up to the time of Barrick Gold Corporation (NYSE: GOLD)’s acquisition of Placer Dome. He has subsequently acted as a corporate director for various mining companies. He has been the chairman of the board of Golden Star Resources Ltd. (NYSE A: GSS) since January 2013 and has been a director of Triple Flag Precious Metals Corp. (TSE: TFPM) since May 2021 and director of Mag Silver Corp. (NYSE A/TSX: MAG) since March 2021, for which he is a member of the Remuneration Committee. He served as a director of Sherritt International (OTCMKTS: SHERF) from May 2014 to May 2021, where he chaired the EHSS Committee, a director of Alio Gold Inc. (NYSE A/TSX: ALO) (previously Rye Patch Gold Corp.) from December 2016 to May 2019, where he was a member of the Remuneration Committee, and a director of Antofagasta PLC (OTCMKTS: ANFGF) from March 2011 to May 2020, where he served as chair of the Remuneration Committee. Mr. Baker has a Bachelor of Science degree with Honors in Geology from Edinburgh University.
Daniel Malchuk, 56 [Resigned]
Director
Mr. Malchuk is a seasoned global executive in the metals and mining sector with over 25 years of experience leading operations, business development and exploration activities as well as commercial transactions in more than 20 countries. Until December 2020 he served as president of Operations at BHP Group Ltd. (ASX: BHP) with P&L accountability for all mineral businesses in the Americas region. This portfolio of assets and projects comprises more than 20,000 people, has revenues of more than $12 billion per year and annual capital expenditures in the order of $2.5 billion with operated and non-operated activities in Chile, Peru, Ecuador, Brazil, Colombia, the United States and Canada. Prior to that, Mr. Malchuk had a long career with BHP holding a variety of strategic, commercial, and operational roles in Chile, Singapore, Australia, and the United States including his last eight years of experience as C-suite executive. Some of his prior roles were president of Aluminium, Manganese and Nickel, president of Global Mineral Explorations, and vice president of Strategy and Development Base Metals. Mr. Malchuk has had significant exposure to board dynamics, having served as a member and chair of boards in various JV companies in Australia, Africa, and the Americas, as well as of private entities and industry associations. Mr. Malchuk has also worked as an investment banker for Dresdner Kleinwort Benson covering the metals and mining sector. Mr. Malchuk holds an Industrial Engineering degree from University of Chile and a Master’s in Business Administration from the Anderson School at UCLA.
