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Item 1.01.
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Entry into a Material Definitive Agreement
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As previously disclosed, on March 11, 2024 Rigel Resource Acquisition Corp, a Cayman Islands exempted company ("Rigel"), Blyvoor Gold Resources Proprietary Limited, a South African private limited liability company ("Aurous Gold"), Blyvoor Gold Operations Proprietary Limited, a South African private limited liability company ("Gauta Tailings" and, together with Aurous Gold, the "Target Companies"), Aurous Resources (f/k/a RRAC Newco), a Cayman Islands exempted company and wholly owned subsidiary of Rigel ("Aurous Resources"), and RRAC Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of Aurous Resources ("Merger Sub" and, together with Rigel, Aurous Resources, the Target Companies and Sponsor Holdco (as defined below), collectively, the "Parties" and each a "Party") entered into a definitive business combination agreement, as may be amended, modified or supplemented from time to time (the "BCA"). Additionally, as previously disclosed, on March 11, 2024 Rigel, Aurous Resources, the Target Companies, Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company ("Sponsor Holdco"), and the persons set forth on Schedule I thereto entered into a Sponsor Support Agreement, as may be amended, modified or supplemented from time to time (the "SSA"). All capitalized terms used but not otherwise defined in this Current Report will have the respective meanings ascribed to them in the BCA and the Omnibus Amendment (as defined below), as applicable.
Omnibus Amendment
On October 17, 2024, the Parties entered into an omnibus amendment (the "Omnibus Amendment"), pursuant to which the Parties agreed to amend the BCA to, among other things:
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change the Termination Date of the BCA from August 9, 2024 to December 31, 2024;
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amend the definition of "Rigel Transaction Expenses" under the BCA to include the aggregate amount of outstanding principal and accrued interest of Rigel or Aurous Resources under the Working Capital Loans, including any amounts owed to the Sponsor, Orion Mine Finance GP III LP, a Cayman Islands limited partnership ("Orion Mine Finance GP") or any of their respective Affiliates pursuant to any Working Capital Loans existing as of October 17, 2024 or, subject to the approval of Blyvoor Gold, issued through the Closing Date, which is subject to the approval of Blyvoor Gold;
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provide for the order of priority in which closing payments related to Rigel Transaction Expenses (including the Working Capital Loans) and Target Group Company Transaction Expenses are to be paid under the BCA;
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provide that Rigel will, and will cause its Affiliates to, procure that Orion Mine Finance Fund III LP, a Cayman Islands exempted limited partnership ("Orion Mine Finance") will in no event receive any Rigel Warrants in connection with the exercise of any rights to purchase or otherwise acquire any equity interests of Rigel or otherwise pursuant to the Orion Forward Purchase Agreement; and
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provide that the parties to the BCA will ensure that, as of the Closing, a majority of the board of directors of Aurous Resources will be South African citizens who are ordinarily residents of South Africa.
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In addition, the Omnibus Amendment amends the SSA to, among other things:
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provide that, in the event Aurous Gold would not beneficially own, as of the Closing, an aggregate amount of Newco Ordinary Shares representing at least a majority of the issued and outstanding Newco Ordinary Shares on a fully diluted, as exercised and as converted basis (the "Minimum Percentage"), each Sponsor under the SSA will sell to Newco immediately prior to the Merger Effective Time, but subject to at the Closing, a certain number of Rigel Warrants, at a price per warrant equal to the volume-weighted average price of the Rigel Warrants for the 30-day period preceding the Closing, such that, after giving effect to such sale, Aurous Gold will beneficially own an aggregate amount of Newco Ordinary Shares representing at least the Minimum Percentage (such sale, the "Sponsor Warrant Redemption");
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