Rigel Resource Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: Aurous
ENTERPRISE VALUE: $458 million
ANTICIPATED SYMBOL: TBD
Rigel Resource Acquisition Corp entered into a Business Combination Agreement with Aurous
- Blyvoor Gold Resources Proprietary Limited and Blyvoor Gold Operations Proprietary Limited (together, “Aurous”), are a producing mining group which owns the Blyvoor gold mine and the Gauta tailings retreatment project.
EXTENSION – 8/13/24 – LINK
- The SPAC approved the extension from August 9, 2024, to May 9, 2024.
- 17,440,475 shares were redeemed.
- $0.02/Share per month will be deposited into the trust account.
TRANSACTION
- At the closing of the Transactions, the Combined Company is expected to change its name to “Aurous Resources”, and its ordinary shares are expected to be listed on the NASDAQ.
- The Transaction has a pre-money equity value of approximately $362 million.
- At Transaction close, debt levels of the resulting company are expected at approximately $6 million.
- The transaction, which has been unanimously approved by the boards of directors of Aurous and Rigel, is expected to close in the second half of 2024.
Updated Transaction Overview – 9/5/24
Updated Transaction Overview
Original Transaction Overview

SPAC FUNDING
- PIPE:
- The SPAC entered into subscription agreements with certain institutional and accredited investors, pursuant to which the PIPE Investors have agreed to subscribe for and purchase from Newco at the Closing, an aggregate of 750,000 Newco Ordinary Shares, at a purchase price of $10 per share, for an aggregate cash amount of $7,500,000.
- Additionally, each PIPE Investors shall receive following the Closing, a number of Newco Ordinary Shares equal to the sum of the Sponsor Forfeit Shares and the Blyvoor Forfeit Shares for no additional cash consideration.
FORFEITURE
- In connection with the Closing and pursuant to the Subscription Agreements:
- The Sponsor shall surrender an aggregate number of Rigel Class B Ordinary Shares it holds in an amount equal to:
- [4 X the aggregate number of Total PIPE Shares / 10] (the “Sponsor Forfeit Shares”); and
- Blyvoor Gold shall surrender an aggregate number of Newco Ordinary Shares it receives as Exchange Consideration in an amount equal to:
- [1 X the aggregate number of Total PIPE Shares / 10] (the “Blyvoor Forfeit Shares”)
- The Sponsor shall surrender an aggregate number of Rigel Class B Ordinary Shares it holds in an amount equal to:
EARNOUT
- Company:
- The Company shall have the contingent right to receive additional Newco Ordinary Shares (the “Earnout Shares”), subject to the following milestone conditions:
- If Net Cash Proceeds are equal to or greater than $33,000,000 as of immediately prior to Closing:
- The Company will be entitled to receive, upon the cumulative payable gold production of the Mine exceeding 55,000 ounces (the “First Base Case Milestone”) for the 12-month period ending on the date that is the 18-month anniversary of the last day of the calendar month in which the Closing occurs (the “First Earnout Period”), 1,050,000 Newco Ordinary Shares; and
- The Company will be entitled to receive, upon the cumulative payable gold production of the Mine exceeding 95,000 ounces (the “Second Base Case Milestone”) for the 12-month period ending on the date that is the 30-month anniversary of the last day of the calendar month in which the Closing occurs (the “Second Earnout Period”), 1,575,000 Newco Ordinary Shares.
- If Net Cash Proceeds are less than $33,000,000 as of immediately prior to Closing:
- The Company will be entitled to receive (such amount not to exceed 1,050,000 Newco Ordinary Shares), upon the cumulative payable gold production of the Mine for the First Earnout Period exceeding an amount, in ounces, equal to (but in no event to be less than 32,650 ounces) the product of [the First Base Case Milestone X (1 – the Adjustment Multiplier)], will receive a number of Newco Ordinary Shares equal to the product of [1,050,000 Newco Ordinary Shares X (1 – (the Adjustment Multiplier X 0.25) + the Share Consideration Multiplier)], and
- The Company will be entitled to receive (such amount not to exceed 2,625,000 Newco Ordinary Shares, upon the cumulative payable gold production of the Mine for the Second Earnout Period exceeding an amount, in ounces, equal to (but in no event to be less than 56,240 ounces) the product of [the Second Base Case Milestone X (1 – the Adjustment Multiplier)], will receive a number of Newco Ordinary Shares equal to (but in no event to exceed, in the aggregate with the First Earnout Share Consideration, 2,625,000 Newco Ordinary Shares) the product of [1,575,000 Newco Ordinary Shares X (1 – (the Adjustment Multiplier X 0.25) + the Share Consideration Multiplier)]
- If Net Cash Proceeds are equal to or greater than $33,000,000 as of immediately prior to Closing:
- The Company shall have the contingent right to receive additional Newco Ordinary Shares (the “Earnout Shares”), subject to the following milestone conditions:
LOCK-UP
- Sponsor:
- The Sponsors agreed not to transfer any of its shares until the earlier of:
- (i) The 12-month anniversary of the Closing, and
- (ii) if the last reported sale price of the Newco Ordinary Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 180 days after closing.
- The Sponsors agreed not to transfer any of its shares until the earlier of:
- Company:
- The Company agreed not to transfer any of its shares until the 6-month anniversary of the Closing.
NOTABLE CONDITIONS TO CLOSING
- Rigel shareholder approval
- The Transactions is subject to the availability of Aggregate Cash Proceeds of not less than $50,000,000 at the Closing.
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement may be terminated if the Closing has not occurred on or before August 9, 2024 (the “Termination Date”).
ADVISORS
- Aurous Advisors:
- Rand Merchant Bank is acting as financial advisor
- Milbank LLP and ENS are acting as legal counsel
- SPAC Advisors:
- Citigroup Global Markets Inc. is acting as capital markets advisor
- Sidley Austin LLP and Bowmans are acting as legal counsel
- Citi and Hannam & Partners are acting as co-placement agents in connection with the PIPE, and Davis Polk & Wardwell LLP is acting as legal counsel to Citi and Hannam
EXTENSION – 8/10/23 – LINK
- The SPAC approved the extension from August 9, 2023 to August 9, 2024.
- 5,429,967 shares were redeemed for $10.73 per share.
- $350K per month will be deposited into the trust account.
SUBSEQUENT EVENT – 7/26/23 – LINK
- The SPAC announced that it signed a non-binding letter of intent for a business combination with a company in the global metals sector.
EXTENSION – 5/8/23 – LINK
- The SPAC approved it auto extension from May 9, 2023 to August 9, 2023.
- $3,000,000 was deposited into the trust account
MANAGEMENT & BOARD
Executive Officers
Jonathan Lamb, 37
Chief Executive Officer, Director
Jonathan Lamb is a Portfolio Manager at Orion Resource Partners. As a Portfolio Manager, Mr. Lamb is responsible for the origination, structuring, diligence, negotiation and monitoring for Orion’s metals and mining private equity business. At Orion, Mr. Lamb has direct oversight of several significant portfolio investments, including Sweetwater Royalties and Victoria Gold. Prior to Orion, Mr. Lamb was an Investment Manager for the Red Kite Group’s Mine Finance business. Before joining Red Kite in 2012, Mr. Lamb worked for Deutsche Bank in their Metals & Mining group within the Global Banking division. He has worked on a variety of debt and equity financings as well as M&A transactions for clients across the base metals, precious metals, coal, and steel sectors. Mr. Lamb graduated with a BA from the College of William and Mary majoring in Government and Finance. Mr. Lamb is formerly a director of Atalaya Mining Plc and Lynx Resources Ltd.
Nathanael Abebe, 36
President and Director
Nathanael Abebe was most recently the Founder and Managing Partner of Rockpoint Capital. Prior to starting Rockpoint Capital, Mr. Abebe worked as an Investment Manager at Orion Resource Partners. While at Orion, Mr. Abebe evaluated, executed and monitored numerous and diverse private equity transactions. Previously, Mr. Abebe was a commodities trading analyst at Lehman Brothers, Barclays Capital, and LAMCO focusing on derivatives and quantitative structuring. Mr. Abebe has an MBA from the Wharton Business School, where he was a two-time recipient of the Howard E. Mitchell Fellowship. Mr. Abebe also graduated from Rutgers University with BSc in Chemical Engineering with Distinction.
Jeff Feeley, 42
Chief Financial Officer
Jeff Feeley is currently the Chief Financial Officer at Orion Resource Partners. Mr. Feeley is responsible for the planning, implementation and strategic management of all accounting and finance activities of the firm, as well as the funds they manage. This includes business planning, budgeting, forecasting, vendor oversight and directing accounting policies, procedures and internal controls. Mr. Feeley also collaborates with Investor Relations on client relationship management, Technology on implementing new accounting and reporting software and with Compliance on regulatory oversight. Before joining Orion, Mr. Feeley served as the Director of Finance for the Global Equities division of Citadel LLC. Prior to Citadel, he spent over 13 years as a Controller at Goldman Sachs. He has extensive experience in fund accounting, financial reporting and regulatory reporting for funds. Mr. Feeley began his career in public accounting. He earned his BS in Accounting from Rutgers University and is a licensed CPA in the state of New York.
Board of Directors
Oskar Lewnowski, 56
Chairman of the Board of Directors
Oskar Lewnowski is the founder and Chief Investment Officer of Orion Resource Partners. Prior to Orion, Mr. Lewnowski was a founding partner of the Red Kite Group, an investment platform that was one of the world’s leading hedge funds in the metals space and which expanded under Mr. Lewnowski’s leadership to specializing in providing bridge, construction, expansion, working capital and acquisition finance to mid-cap and single asset mining companies. In 2013 Mr. Lewnowski established Orion via a spin off of the private equity business from Red Kite. Before this, Mr. Lewnowski was a Director for Corporate Development at Varomet Ltd, a metals processor and merchant firm which was formed to purchase certain assets out of the Enron Metals bankruptcy. While at Varomet, he was responsible for seven acquisitions and divestitures totaling over $130 million and business operations (offtake agreements, mining and processing) with annual revenues exceeding $1 billion. He was also responsible for structuring metal offtake agreements and other physical market transactions. Before this, Mr. Lewnowski was a Vice President for Credit Suisse First Boston in London, where he was responsible for preparing growth companies for public distribution of their securities. Until 1993, he held various positions in trading as well as mergers and acquisitions at Deutsche Bank both in New York and Frankfurt culminating in his founding membership of the Deutsche Capital Markets Division. Lewnowski earned a BS/BA in Business Administration from Georgetown University and an MBA from the Leonard Stern School of Business (New York University).
Christine Coignard, 57
Director
Christine Coignard brings banking, investment, management in industrial firms, advisory and Board experience. Ms. Coignard built her career on strong risk assessment, corporate finance, structured, and project finance skills acquired at the Royal Bank of Canada, Société Générale, and Citi, based in Toronto, Paris, London, and Moscow. Ms. Coignard has extensive experience in the mining industry, having worked for Norilsk Nickel, the world’s largest producer of palladium and one of the world’s largest producers of nickel, platinum and copper. Within the framework of her own advisory business, she now provides strategic, business development, risk management and finance advice to mainly metals and mining companies of all sizes, as well as to primarily family-owned investment firms interested in or active in the sector. Ms. Coignard was a Non-Executive Director at Polymetal International Plc, the FTSE100 gold mining company, serving consecutive non-executive board roles including as Senior Independent Director, Chair of the Remuneration Committee, Member of the Nomination Committee and Member of the Audit and Risk Committee. She is now an Independent Non-Executive Director at Eramet SA, a metals and metallurgy group operating in more than 20 countries, where she serves on the Strategy and ESG Committee as well as on the Risk, Audit and Ethics Committee. Ms. Coignard is considered one of the most senior women in metals and mining in Europe and was named one of the Top 100 Inspirational Women in Mining 2018.
Kelvin Dushnisky, 57
Director
Kelvin Dushnisky served as Chief Executive Officer and an Executive Director of AngloGold Ashanti from September 2018 to September 2020. Mr. Dushnisky led the execution of the organization’s strategic priorities and oversaw a global portfolio of mining operations and projects in Africa, South America, and Australia, along with exploration interests and investments in North America. He also led the company’s interface with key stakeholders including shareholders, host governments, communities, and organized labor. Prior to AngloGold Ashanti, Mr. Dushnisky had a sixteen-year career with Barrick Gold, ultimately serving as President and a member of its Board of Directors. Prior to Barrick he held senior executive and board positions with a number of private and listed companies. Mr. Dushnisky holds a B.Sc. (Hon.) degree from the University of Manitoba and M.Sc. and Juris Doctor degrees from the University of British Columbia. Mr. Dushnisky is the past Chair of the World Gold Council. He served on the International Council on Mining and Metals (ICMM) and sits on the Advisory Board of the Shanghai Gold Exchange, and the Accenture Global Mining Council and is a member of the Board of Directors of Lithium Americas Corp. He is a former principal advisor to the Institute of Business Advisers Southern Africa and a past member of the Institute of Directors of Southern Africa. Mr. Dushnisky is a member of the Law Society of British Columbia and the Canadian Bar Association. He is a member of the Senate and a past member of the Board of Trustees of the Toronto-based University Health Network (UHN).
L. Peter O’Hagan, 59
Director
L. Peter O’Hagan has had a thirty-year career in commodities and natural resources investing and operations. From 1991 to 2013, he worked at Goldman Sachs in Global Commodities in leadership roles of increasing seniority. Mr. O’Hagan became a Partner in 2002 eventually co-heading the Global Commodities business while serving as head of origination and structuring. Over the course of his career at Goldman Sachs, he was involved in all customer segments and commodities products, including Oil, Natural Gas, Power and Base and Precious Metals. In 2008, Mr. O’Hagan became the founding CEO of GS Bank USA when Goldman Sachs became a Federal Reserve Bank regulated Bank Holding Company. He led GS Bank, with $110 billion in assets, from its inception in October 2008 to March 2011. Mr. O’Hagan returned to Commodities to co-head the business and lead sales and structuring again until the end of 2013. From 2016-2019, Mr. O’Hagan served as a Managing Director at The Carlyle Group, a global Investment firm with approximately $220 billion of assets under management. He focused on Industrial and Natural Resource investments within the $4 billion Equity Opportunity Fund group which included investments in a global commodities merchant, a large oil refinery, and a dry bulk shipping business. From 2014 to 2015, he served as an operating advisor at KKR & Co. in Natural Resources and from 2015-2016 as a board member at Stillwater Mining, a NYSE listed PGM mining company. Mr. O’Hagan began his career at international commodities firm, Philipp Bros., in 1987 in NY and Tokyo. He serves on the boards of Triple Flag Precious Metals, a publicly traded gold oriented streaming and finance business, World Bicycle Relief, a social impact organization that helps rural Africans overcome transportation and mobility challenge, and the Board of Advisors at Johns Hopkins SAIS. Mr. O’Hagan is a graduate of the University of Toronto, Trinity College (BA) and received an MA from the Johns Hopkins University School of Advanced International Studies (SAIS).
Timothy Keating, 47
Director
Timothy Keating most recently served as the Head of Mining Investment Private Equity at the Oman Investment Authority (previously State General Reserve Fund of Oman) where he created the mining investment strategy and initiated investments. He previously served on the Board of Directors at Minerals Development Oman SAOC, the Oman state run mining vehicle, and previously served on the Board of Kore Potash Plc and the main board as well as Sustainability Committee of Kenmare Resources Plc. Mr. Keating was also a Chief Executive Officer of African Nickel Ltd., and a member of the Commodities & Resource Finance team at Investec Bank Plc where he developed debt finance skills across project finance, corporate lending and M&A finance. Prior to that Mr. Keating worked for Anglo American Base Metals Division in various production, engineering and project roles. He received his undergraduate degree in Mining Engineering from West Virginia University and a commerce and legal degree from the University of the Witwatersrand.


