Rigel Resource Acquisition Announces Extraordinary General Meeting to Consider Business Combination and Financing Terms

Rigel Resource Acquisition Corp, an emerging growth company registered in the Cayman Islands, has disclosed details regarding its upcoming extraordinary general meeting. Scheduled for February 28, 2025 at 9:00 AM New York City time, the meeting will allow shareholders to vote on a definitive proxy statement – filed with the SEC on January 15, 2025 – and consider key proposals, including the approval of a Business Combination Agreement.

The Business Combination Agreement outlines a transaction involving Rigel, two South African companies (Blyvoor Gold Resources Proprietary Limited and Blyvoor Gold Operations Proprietary Limited), Aurous Resources, and its wholly owned subsidiary RRAC Merger Sub. As part of the deal, each Class A ordinary share held by Rigel before closing will be canceled and converted into the right to receive cash consideration (adjusted by a specified reduction) and one Aurous Resources ordinary share.

In further developments disclosed in the filing dated February 23, 2025, Rigel indicated that it has entered into two non-binding term sheets with institutional investors to facilitate financing in connection with the proposed Business Combination. The Convertible Note Term Sheet would see Aurous Resources issue a $10.526 million subordinated convertible note for a purchase price of $10 million, with interest accruing at 12% per annum and a 24‐month maturity. Under this arrangement, investors would hold the option to convert the note into Aurous Resources ordinary shares at an initial conversion price of $11.50, subject to adjustments, and would also receive 450,000 ordinary shares as a commitment fee. Additionally, the investors would secure consent rights and a right of first refusal in connection with future financing events.

The Forward Term Sheet contemplates a prepaid share forward transaction involving up to 9.9% of the total Aurous Resources outstanding ordinary shares following the Business Combination. Under the proposed structure, selected existing Rigel public shareholders would redeem their shares at a determined “Redemption Price,” while Aurous Resources would prepay an aggregate cash amount based on the number of shares involved. Investors under this arrangement would also receive 150,000 ordinary shares as a commitment fee, and the forward transaction is targeted to mature 36 months after the closing of the Business Combination.

Completion of the Business Combination, as well as the related financing arrangements, is subject to multiple closing conditions including, but not limited to, approval by Rigel’s shareholders, regulatory approvals (including by the South African Reserve Bank and Nasdaq for the listing of Aurous Resources’ securities), and the fulfillment of specified cash requirements. The filing also cautioned that there can be no assurance that definitive agreements will be successfully negotiated or that the transactions will ultimately be consummated.

The filing contains customary forward-looking statements that emphasize risks and uncertainties inherent in the proposed transactions and highlight that actual outcomes might differ materially from current expectations. Investors are urged to review the definitive proxy statement, the registration statement filed on Form F-4, and other related SEC documents for a comprehensive understanding of the risks and details associated with the Business Combination and financing arrangements.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Rigel Resource Acquisition’s 8K filing here.

Rigel Resource Acquisition Company Profile

Rigel Resource Acquisition Corp. does not have significant operations. The company intends to effect a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. It focuses on acquiring companies primarily in the mining industry.