M&A - Aurous Resources

Form Type: 425

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000182912625001335

Filing Summary: On February 28, 2025, shareholders of Rigel Resource Acquisition Corp held an extraordinary general meeting to authorize several key proposals. The primary focus was on the Business Combination Agreement dated March 11, 2024, between Rigel Resource Acquisition Corp and Aurous Gold, along with other entities. The shareholders approved the Business Combination Proposal to merge with and into Merger Sub, a subsidiary of Aurous Resources, wherein Merger Sub will survive the merger. The Merger Proposal, along with the 2024 Equity Incentive Plan, was also ratified. The Company aims to finalize the merger promptly, subject to specific closing conditions, including regulatory approvals. Additionally, during the meeting, holders of 6,369,522 shares elected to redeem their shares for a portion of the trust account funds. The successful outcomes of these proposals mean the Adjournment Proposal was not presented. Approval for completing the merger hinges on satisfying various prerequisites, including NASDAQ listing approval and required regulatory clearances.

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Form Type: 425

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000182912625001200

Filing Summary: Aurous Resources filed a corporate action related to a Business Combination Agreement with Rigel Resource Acquisition Corp and several South African companies. This merger includes converting Rigel's Class A ordinary shares into cash and Aurous Resources ordinary shares. The company is moving to finalize the agreement at an extraordinary general meeting scheduled for February 28, 2025. Two non-binding term sheets for financing arrangements in connection with the merger were also signed, including a $10.526 million subordinated convertible note. Additional details outline terms and conditions for conversion, financing transactions, and share purchase arrangements ahead of the merger's completion. There are specific conditions that must be satisfied for the merger to be fully executed, including regulatory approvals and shareholder votes.

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Form Type: 425

Filing Date: 2025-02-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000182912625000828

Filing Summary: On February 10, 2025, Rigel Resource Acquisition Corp postponed its extraordinary general meeting originally scheduled for February 13, 2025, to February 28, 2025. The meeting will consider and vote on a Business Combination Agreement with Aurous Resources and other target companies. The deadline for delivering redemption requests for shareholders has also been extended to February 26, 2025. Shareholders will vote on several key proposals, including the approval of the Business Combination Agreement and the 2024 Equity Incentive Plan. The current communication provides updates regarding the scheduling and procedures related to the meeting.

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Form Type: 425

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000182912625000562

Filing Summary: On January 30, 2025, Rigel Resource Acquisition Corp notified of the postponement of its extraordinary general meeting originally set for February 4, 2025, to February 13, 2025. The purpose of the meeting remains unchanged, and it will cover voting on several proposals, including approval of a Business Combination Agreement with Aurous Resources and associated companies. The deadline for shareholder redemption requests has been extended to February 11, 2025. The document outlines important information regarding the business combination and urges shareholders to review additional materials filed with the SEC.

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Form Type: 425

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000182912625000200

Filing Summary: Aurous Resources, in connection with its proposed business combination with Rigel Resource Acquisition Corp, has had its Registration Statement on Form F-4 declared effective by the SEC. The special meeting for shareholders to vote on the business combination is scheduled for February 4, 2025. The closing of the transaction is anticipated to occur shortly thereafter. This merger includes a total PIPE financing commitment of $27.5 million, aiming for a targeted raise of $50 million. Aurous Resources reported a revenue increase of approximately 5% year-on-year, totaling around $23 million for the first half of FY2025. Additionally, the sale of 10,888 oz of gold and the appointment of three independent non-executive directors have been confirmed, enhancing the management structure post-merger. The combined entity will operate under the name Aurous Resources and plans to list on Nasdaq following the completion of the business combination.

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Form Type: F-4/A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000182912625000136

Filing Summary: On January 10, 2025, Aurous Resources filed Amendment No. 5 to its Form F-4 registration statement with the U.S. Securities and Exchange Commission. This document concerns the proposed business combination between Rigel Resource Acquisition Corp and Aurous Resources following a business combination agreement made on March 11, 2024. It outlines that Rigel will be merging with Merger Sub, a subsidiary created for this transaction, with Aurous Resources expected to obtain full ownership of Blyvoor Gold and Blyvoor Gold Operations. Upon completion, Aurous Resources will transform into a public entity with its shares listed on Nasdaq. Additionally, it includes information on related agreements such as the Subscription Agreements with PIPE investors, conditions required for the merger's completion, and potential financial implications for shareholders through share conversions and redemptions. The document also addresses conflicts of interest, shareholder voting proposals at the upcoming general meeting, and compensation structures for associated parties in connection with the merger.

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Form Type: CORRESP

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000182912625000137

Filing Summary: Aurous Resources is responding to comments from the SEC regarding Amendment No. 4 to their Registration Statement on Form F-4 filed on December 20, 2024. This amendment pertains to a proposed business combination involving Aurous Resources, Blyvoor Gold Resources, Blyvoor Gold Operations, and Rigel Resource Acquisition Corp. The letter outlines various adjustments made in response to SEC comments, including clarifications regarding financial information and PIPE financing costs, which are now stated to be paid in cash at the time of closing. Additionally, the Registrants have updated the Consent of Independent Registered Accounting Firm to reflect accurate dates related to audit opinions.

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Form Type: CORRESP

Filing Date: 2024-12-20

Corporate Action: Merger

Type: Update

Accession Number: 000182912624008465

Filing Summary: Aurous Resources is responding to comments from the SEC regarding Amendment No. 3 to its Registration Statement on Form F-4 related to a proposed business combination with Blyvoor Gold Resources and Rigel Resource Acquisition Corp. The letter outlines the Registrants' acknowledgment of the SEC's comments and details their responses, including alterations to the Business Combination Agreement and Sponsor Support Agreement. Significant changes relate to conditions for closing, including the Available Cash Condition and amendments in light of transaction expenses. The company also mentions updates on their listing application with Nasdaq as a condition for closing. The document includes specifics on revised disclosures regarding operating income, cash scenarios for the business combination, and discussions of management following the combination, noting ongoing updates and expectations for shareholder communications.

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Form Type: CORRESP

Filing Date: 2024-12-06

Corporate Action: Merger

Type: Update

Accession Number: 000182912624008138

Filing Summary: Aurous Resources is responding to comments from the Securities and Exchange Commission on its Amendment No. 2 to Registration Statement on Form F-4, regarding a proposed business combination with Blyvoor Gold Resources Proprietary Limited and Rigel Resource Acquisition Corp. The letter outlines revisions made in response to the SEC’s comments, including updates on trading status, compensation disclosures, risk factors associated with trading on OTC Markets, and the background of the business combination. The filing indicates that Rigel's Class A Ordinary Shares have been suspended since November 5, 2024, and emphasizes various amendments made to address SEC feedback, aiming to advance the merger process. Additionally, it highlights the need for detailed discussions regarding negotiations related to the Omnibus Amendment and the Joinder Agreement, along with initial due diligence information provided by Duff & Phelps.

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Form Type: CORRESP

Filing Date: 2024-11-08

Corporate Action: Merger

Type: Update

Accession Number: 000182912624007360

Filing Summary: Aurous Resources filed an amendment to their Registration Statement on Form F-4 on November 8, 2024, following comments from the SEC dated October 15, 2024. This document pertains to a proposed business combination involving Aurous Resources, Blyvoor Gold Resources, Blyvoor Gold Operations, and Rigel Resource Acquisition Corp. The Registrants acknowledged the SEC's comments and provided responses, detailing various aspects of the business combination such as background negotiations, interests of current officers, shareholder voting opportunities, and alterations to previous disclosures based on the SEC’s feedback. Key revisions include updates to risk factors related to the business combination, information on potential restrictions under lock-up agreements, and implications of failing to consummate the business combination by the set deadline, including NYSE compliance risks. The Registrants also included additional details about executive officers' positions post-combination and provided context regarding the exclusive forum selection included in their organizational documents.

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Form Type: CORRESP

Filing Date: 2024-09-20

Corporate Action: Merger

Type: Update

Accession Number: 000182912624006384

Filing Summary: Aurous Resources is responding to comments from the SEC regarding its Registration Statement on Form F-4, filed on July 24, 2024. The letter details responses to comments regarding the business combination involving Aurous Resources, Blyvoor Gold Resources Proprietary Limited (Aurous Gold), Blyvoor Gold Operations Proprietary Limited (Gauta Tailings), and Rigel Resource Acquisition Corp. The Registrants confirm updates made to the contact information of co-registrants and provide further clarifications on potential conflicts of interest and details about the business combination. Key revisions have been made in response to the SEC's requests for clarity on financial implications, including redemption strategies, shareholder interests, and valuation impacts. Concerns about potential conflicts of interest involving directors of the target companies are addressed. The document also contains several amendments to enhance disclosures regarding financial conditions and rights tied to the business combination, including tax considerations for U.S. holders and risk factors associated with government regulations and the involved parties' interests.

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