Submission of Matters to a Vote of Security Holders Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On August 12, 2024, Rigel Resource Acquisition Corp (the "Company") entered into a Convertible Promissory Notes (the "Extension Loan") with its sponsor, Rigel Resource Acquisition Holding LLC (the "Sponsor") and Orion Mine Finance GP III LP ("Orion").

Pursuant to the Extension Loan, the Sponsor and Orion have agreed that they will contribute to the Company as a loan (each loan being referred to herein as a "Contribution") $0.02 for each Public Share (as defined below) that was not redeemed in connection with the Special Meeting (as defined below), for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve an initial Business Combination and (ii) May 9, 2025. The Contributions will be deposited into the Company's Trust Account. Loans under the Extension Loan can be settled in whole warrants to purchase Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") at a conversion price equal to $1.00 per warrant upon maturity or prepayment of the Extension Loan. The Extension Loan will not bear any interest and will be repayable by the Company upon the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company's initial Business Combination. The maturity date of the Extension Loan may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Extension Loan may be prepaid at any time by the Company, at its election and without penalty.

The foregoing description of the Extension Loan does not purport to be complete and is qualified in its entirety by the terms and conditions of the Extension Loan, a copy of which is attached hereto as Exhibits 10.1 and incorporated herein by reference.