Rigel (RRAC) announces $35.6M share biz combination with Blyvoor Gold; to list as Aurous on Nasdaq

Rigel Resource Acquisition Corp.

Rigel SPAC to acquire Blyvoor Gold via merger; Target shareholders receive 35,600,000 Newco shares; Sellers get 6-month lock-up.
PIPE investment of $7.5M (750,000 shares at $10) from institutional investors; sponsor forfeiture shares to PIPE.
Earnout shares of up to 2,625,000 Newco shares based on gold production milestones (55k oz first, 95k oz second).
Closing conditions: stockholder approval, SEC registration effective, Nasdaq listing, minimum $50M cash proceeds.
Sponsor support agreement: sponsors vote for deal, lock-up 12-24 months on shares/warrants; deadline Aug 9, 2024.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Rigel Resource Acquisition Corp. entered into Exchange Agreement with Newco, Blyvoor Gold Proprietary Limited, Orion Mine Finance Fund II L.P., and the Target Companies (effective 2024-03-11).

Action: entry
Agreement: equity purchase
Counterparty: Newco, Blyvoor Gold Proprietary Limited, Orion Mine Finance Fund II L.P., and the Target Companies
Effective: 2024-03-11

Exact text from the filing

Concurrently with the execution of the Business Combination Agreement, Newco also entered into an Exchange Agreement (the “ Exchange Agreement ”), by and among, Newco, Blyvoor Gold Proprietary Limited, a South African private limited liability company (“ Blyvoor Gold ”), Orion Mine Finance Fund II L.P., a Bermuda limited partnership (“ Orion ” and, together with Blyvoor Gold, the “ Sellers ”), and the Target Companies.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Rigel Resource Acquisition Corp. entered into Business Combination Agreement with Rigel, Blyvoor Gold Resources Proprietary Limited, Blyvoor Gold Operations Proprietary Limited, RRAC NewCo, and RRAC Merger Sub (effective 2024-03-11).

Action: entry
Agreement: merger
Counterparty: Rigel, Blyvoor Gold Resources Proprietary Limited, Blyvoor Gold Operations Proprietary Limited, RRAC NewCo, and RRAC Merger Sub
Effective: 2024-03-11

Exact text from the filing

On March 11, 2024, Rigel Resource Acquisition Corp, a Cayman Islands exempted company (“ Rigel ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”), by and among Rigel, 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, the “ Target Companies ”, each a “ Target Company ”), RRAC NewCo, a Cayman Islands exempted company and wholly-owned subsidiary of Rigel (“ Newco ”), and RRAC Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of Newco (“ Merger Sub ”).

View on SEC.gov

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Source: SEC EDGAR

accession 0001829126-24-001510

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