REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 4, 2021, is made and entered into by and among Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
INDEMNITY AGREEMENTIndemnification Agreement • March 31st, 2022 • Rigel Resource Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT RIGEL RESOURCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated November 4, 2021Warrant Agreement • November 9th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated November 4, 2021, is by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Rigel Resource Acquisition Corp. New York, NY 10018 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 9th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant t
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 9th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Rigel Resource Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENT RIGEL RESOURCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • July 2nd, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 19th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Rigel Resource Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 9th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of November 4, 2021, by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Orion Mine Finance Fund III LP, a Cayman Islands exempted limited partnership (together with its permitted assignees, the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 9th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Rigel Resource Acquisition Corp, a Cayman Islands exempted company (the “Company”), Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor”), Nathanael Abebe, Christine Coignard, Kelvin Dushnisky and L. Peter O’Hagan, (collectively, with the Sponsor, the “Purchasers” and each, a “Purchaser”).
RIGEL RESOURCE ACQUISITION CORP. 27,500,000 Units Underwriting AgreementUnderwriting Agreement • November 9th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Goldman Sachs & Co. LLC (the “Underwriter”) an aggregate of 27,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriter, up to 4,125,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriter elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
ContractExchange Agreement • March 11th, 2024 • Rigel Resource Acquisition Corp. • Blank checks
ENSafrica The MARC | Tower 1 129 Rivonia Road Sandton Johannesburg South Africa 2196 P O Box 783347 Sandton South Africa 2146 Docex 152 Randburg tel +2711 269 7600 info@ENSafrica.com
Rigel Resource Acquisition Corp. New York, NY 10018Securities Subscription Agreement • July 2nd, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to purchase 7,187,500 shares of the Company’s Class B ordinary shares (the “Shares”), par value US$0.0001 per share (“Class B Shares”), up to 937,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, par value US$0.0001 per share (“Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Charter”), Class B Shares will automatically convert into Class A Sha
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 11th, 2023 • Rigel Resource Acquisition Corp. • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 5, 2023, by and between Rigel Resource Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
OMNIBUS AMENDMENTOmnibus Amendment • October 18th, 2024 • Rigel Resource Acquisition Corp. • Blank checks
This OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of October 17, 2024 by and among Blyvoor Gold Resources Proprietary Limited, a South African private limited liability company (“Blyvoor Resources”), Blyvoor Gold Operations Proprietary Limited, a South African private limited liability company (“Tailings”, and together with Blyvoor Resources, “Target Companies”), Rigel Resource Acquisition Corp, a Cayman Islands exempted company (“Rigel”), Aurous Resources (f/k/a RRAC NewCo), a Cayman Islands exempted company (“Newco”), RRAC Merger Sub, a Cayman Islands exempted company (“Merger Sub”), and Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”). Blyvoor Resources, Tailings, Rigel, Newco, Merger Sub and the Sponsor Holdco are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms used but not defined herein shall have the meanings ascribed to them under the Business Combi
JOINDER TO SPONSOR SUPPORT AGREEMENTJoinder to Sponsor Support Agreement • October 18th, 2024 • Rigel Resource Acquisition Corp. • Blank checks
THIS JOINDER to that certain Sponsor Support Agreement, dated as of March 11, 2024 (as amended from time to time, the “Sponsor Support Agreement”), by and among Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I thereto (such Persons together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Rigel Resource Acquisition Corp, a Cayman Islands exempted company (“Rigel”), Aurous Resources (f/k/a RRAC Newco), a Cayman Islands exempted company (“Newco”), Blyvoor Gold Resources Proprietary Limited, a South African private limited liability company (“Blyvoor Resources”), and Blyvoor Gold Operations Proprietary Limited, a South African private limited liability company (“Tailings”, together with Blyvoor Resources, each a “Target Company” and, together, the “Target Companies”), is made and entered into as of October 17, 2024 by and among Rigel, the Target Companies, the Sponsor Ho
Subscription AgreementSubscription Agreement • March 11th, 2024 • Rigel Resource Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is entered into this 11th day of March, 2024, by and among Rigel Resource Acquisition Corp, a Cayman Islands exempted company (“Rigel”), RRAC NewCo, a Cayman Islands exempted company and wholly owned subsidiary of Rigel (“Newco”), and Blyvoor Gold Proprietary Limited, a South African private limited liability company (“Blyvoor Gold” or “Blyvoor Investors” and together with Orion Mine Finance Fund II L.P., a Bermuda limited partnership, the “Sellers”), Rigel Resource Acquisition Holding LLC (the “Sponsor”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 11th, 2024 • Rigel Resource Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of March 11, 2024 by and among Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (such Persons together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Rigel Resource Acquisition Corp, a Cayman Islands exempted company (“Rigel”), RRAC Newco, a Cayman Islands exempted company (“Newco”), Blyvoor Gold Resources Proprietary Limited, a South African private limited liability company (“Blyvoor Resources”), and Blyvoor Gold Operations Proprietary Limited, a South African private limited liability company (“Tailings”, together with Blyvoor Resources, each a “Target Company” and, together, the “Target Companies”). Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Business Combination Agreement (as defined below).
Rigel Resource Acquisition Corp.Administrative Services Agreement • November 9th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Rigel Resource Acquisition Corp. (the “Company”) and Rigel Resource Acquisition Holding LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-260356) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company certain administrative and support services as may be reasonably requested by the Company. In exchange therefor, the Company shall pay the Provider the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until t
BUSINESS COMBINATION AGREEMENT by and among Blyvoor Gold Resources Proprietary Limited, Blyvoor Gold Operations Proprietary Limited Rigel Resource Acquisition Corp, RRAC NEWCO, AND RRAC MERGER SUB dated as of March 11, 2024Business Combination Agreement • March 11th, 2024 • Rigel Resource Acquisition Corp. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2024, by and among Blyvoor Gold Resources Proprietary Limited, a South African private limited liability company (“Blyvoor Resources”), Blyvoor Gold Operations Proprietary Limited, a South African private limited liability company (“Tailings”), Rigel Resource Acquisition Corp, a Cayman Islands exempted company (“Rigel”), RRAC NewCo, a Cayman Islands exempted company (“Newco”), and RRAC Merger Sub, a Cayman Islands exempted company (“Merger Sub”). Blyvoor Resources, Tailings, Rigel, Newco and Merger Sub are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
Rigel Resource Acquisition Corp. 7 Bryant ParkAdministrative Services Agreement • October 19th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Rigel Resource Acquisition Corp. (the “Company”) and Rigel Resource Acquisition Holding LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company certain administrative and support services as may be reasonably requested by the Company. In exchange therefor, the Company shall pay the Provider the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the
