SecProbe.io

August 27, 2024
Jonathan Lamb
Chief Executive Officer
Aurous Resources
Upper Level Change House
8 Fir Drive
Northcliff
Gauteng, 2195
South Africa
Richard Floyd
Chief Executive Officer
Blyvoor Gold Operations (Proprietary) Ltd and Blyvoor Gold Resources (Proprietary) Ltd
Upper Level Change House
8 Fir Drive
Northcliff
Gauteng, 2195
South Africa
Re:Aurous Resources
Registration Statement on Form F-4
Filed July 24, 2024
File No. 333-280972
Dear Jonathan Lamb and Richard Floyd:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.

August 27, 2024
Page 2
Registration Statement on Form F-4
Cover Page
1.We note that you list two Blyvoor Gold entities as co-registrants on the filing, please
provide the address, zipcode, and telephone number including area code of the principal
executive offices for both.
2.Revise to disclose whether you received an outside report, opinion, or appraisal
materially related to the deSPAC transaction. Refer to Item 1604(a)(1) .
3.Please revise the cover page to clarify whether there may be any actual or potential
material conflicts of interest related to the target company officers or target company
directors and the unaffiliated security holders of the SPAC. Refer to Item 1604(a)(4).
Questions and Answers about the Business Combination and the General Meeting of the
Shareholders, page 25
4.We note that Rigel has agreed to pay Citi and Hannam, in connection with performing
their services as co-placement agents, irrespective of the consummation of the PIPE
Funding, for reasonable and documented expenses, and Rigel has agreed to reimburse
Citi in its capacity as Rigel's capital markets advisor, for all reasonable and out of pocket
expenses incurred for its services under its engagement letter. Please disclose the nature
and amounts of any reimbursements to be paid to the Sponsor, as well as its affiliates and
promotors, including Citi and Hannam. See Item 1603(a)(6) of Regulation S-K.
5.In the last paragraph at page 27, you state that Rigel is providing for redemption with a
vote rather than a tender offer for "business and other reasons."  Briefly describe the
reasons you reference.
6.Please revise to quantify the number of shares subject to registration rights pursuant to
the amended and restated registration rights agreement.
What interests do the Rigel Initial Holders and Rigel's other current officers and directors have in
the Business Combination?, page 34
7.Revise to clarify the references here and elsewhere to "customary cutback provisions."
Do I have appraisal rights or dissenters' rights if I object to the Business Combination?, page 41
8.If appropriate, revise the answer to clarify whether such dissention rights would be
unavailable if the shares are listed on Nasdaq at the effective date of the merger, as
appears to be contemplated by the cover page letter to Rigel shareholders and by the
closing condition (iv) set forth at page 56. Otherwise, explain in your response letter why
the rights would still be available in such circumstances.
What happens if a substantial number of Rigel's public shareholders vote in favor of the Business
Combination Proposal..., page 42
9.For each scenario presented, please show the difference between the initial public
offering price of Rigel and net tangible book value per share, as adjusted in your dilution
table as required by Item 1604(c) of Regulation S-K.

August 27, 2024
Page 3
10.Please tell us why you have opted not to present dilution information assuming no
redemptions occur.
11.Please provide further details of the underlying assumptions used to calculate the Blyvoor
valuation amounts under each scenario within the dilution table as required by Item
1604(c)(2) of Regulation S-K.
Summary of this Proxy Statement/Prospectus
Subscription Agreements, page 53
12.Revise the disclosure regarding the reduction right and open market purchases, including
references to approval by the PIPE Investor (i.e., "only if the PIPE Investor agrees") to
more clearly explain the provisions set forth in section 12.1 of Exhibit 10.2
The Rigel Board's Reasons for the Business Combination, page 54
13.Revise throughout the prospectus to clarify that the sponsor and its affiliates have no
prior or current involvement in organizing other SPACs as disclosed at page 251. Make
similar contextualizing disclosure throughout the prospectus where you highlight the
extensive experience that you believe is relevant to your business strategy.
14.Revise to state whether the deSPAC transaction is in the best interest of the SPAC and its
securityholders. Refer to Item 1606(a).  In this regard, it is unclear whether different
characterizations of the Rigel Board's determination are intentional.  For example, clarify
whether you intend to draw a distinction between the reference at page 27 to the board’s
determination that it is in the “commercial interest” of Rigel and its shareholders and at
55 that the board “believes, after a review of other opportunities reasonably available to
Rigel, that the Business Combination represents an  optimal potential business
combination opportunity  for Rigel.”
Interests of Certain Persons in the Business Combination and Conflicts of Interest, page 60
15.Please provide any potential conflicts of interest between the directors or executive
officers of the target companies and the unaffiliated shareholders. See Item 1603(b) of
Regulation S-K.
Compensation Received by the Sponsor, page 63
16.Please revise the table to comply with the requirements of Item 1604(b)(4). For example,
please describe the consideration paid by Orion GP and Orion Fund III and provide a
brief description or cross-reference to explain the Orion Resources Consideration and the
Earnout Shares.
Risk Factors
Risks Related to Government Regulation, page 108
17.We note you are subject to water use and other licenses. Please expand your Business of
Aurous Gold disclosure at page 171 to identify all material licenses you are required to
possess in order to operate the Blyvoor Gold Mine, and briefly indicate the status of such
licenses.

August 27, 2024
Page 4
Risks Related to Rigel, page 130
18.We note the disclosure on page 130 that the Sponsor or any of Rigel's directors, officers
or advisors and their respective affiliates may purchase Rigel Ordinary Shares or Rigel
Public Warrants in the open market.  Please provide your analysis regarding how such
potential purchases would comply with Exchange Act Rule 14e-5.
Material Tax Considerations
United States Federal Income Tax Considerations to U.S. Holders, page 147
19.You state in part that "U.S. Holders of Rigel Securities generally will not recognize
taxable gain or loss as a result of the Merger for U.S. federal income tax purposes," but
you do not discuss the consequences of the business combination and all impacted
parties. In addition, we note the reference to Section 368 set forth in Section 10.04(f) of
the business combination agreement supplied as Annex A and the related disclosures
regarding Section 368 throughout the filing.

Please provide all the disclosure that Item 4(a)(6) of Form F-4 and Item 1605(b)(6)
of Regulation S-K require, addressing the federal income tax consequences of the de-
SPAC transaction to Rigel, the target companies Aurous Gold and Gauta Tailings, and
their respective security holders.  To the extent that you state that an exchange or merger
would be tax-free, consider the requirements for a tax opinion pursuant to Item 601(b)(8)
of Regulation S-K. See Staff Legal Bulletin No. 19 at Section III.A.2.
Unaudited Pro Forma Condensed Combined Financial Information, page 158
20.We note that Gauta Tailings has a contingent liability for project and operating costs that
become due to Benoryn Investment Holdings Proprietary Limited and Stratocorp
Services Proprietary Limited upon the sale of the company and such amounts will be
repaid out of the proceeds from the business combination. Please tell us how you
considered including an adjustment in your pro forma financial statements for this related
transaction.
21.We note a forward purchase agreement is in place between Rigel and Orien Fund III
which provides for the purchase of up to 5,000,000 units, with each unit consisting of one
Class A ordinary share and one-half of one redeemable warrant to purchase one Class A
ordinary share, at $11.50 per share, subject to adjustment, for a purchase price of $10.00
per unit, in a private placement to occur in connection with the closing of a business
combination. Please tell us the consideration given to depicting the issuance of these units
under this agreement within your pro forma financial statements.
Notes to Unaudited Pro Form Condensed Combined Financial Information, page 163
22.Please modify your disclosures pertaining to adjustment 2c)ii) to provide more detailed
information to reconcile the amounts and items described in the footnotes to the
adjustment amounts on the face of the pro forma balance sheet.

August 27, 2024
Page 5
23.Please refer to pro forma adjustment 2c)i) where you reflect the settlement of the sponsor
promissory note and expand your disclosure to explain why you adjust accumulated
loss in the amount of R29,554,544 under both the minimum and medium scenario. We
presume this adjustment relates to recognizing the convertible promissory note at fair
value as of February 29, 2024.
24.Please include any pro forma adjustments necessary to remove intercompany transactions
between Aurous Gold and Gauta Tailings. For example, it appears that Aurous Gold has a
loan outstanding due to Gauta Tailings.
25.Please refer to pro forma adjustment 2e)iii) where you disclose that you are presenting
the issuance of 35,626,000 Aurous Resources ordinary shares to the Sellers and reconcile
to your disclosure elsewhere in the prospectus where you disclose the consideration to the
holders of Aurous Gold’s and Gauta Tailings’ issued and outstanding equity interests at
the closing will consist of (i) 600,000 Aurous Resources ordinary shares to Blyvoor Gold
in exchange for its shares of Gauta Tailings, (ii) 28,017,500 Aurous Resources ordinary
shares to Blyvoor Gold in exchange for its shares of Aurous Gold and (iii) 6,982,500
Aurous Resources ordinary shares to Orion Fund II in exchange for its shares of Aurous
Gold which total in all only 35,600,000 Aurous Resources ordinary shares.

We also note that the sum of i) 600,000 Aurous Resources ordinary shares to Blyvoor
Gold in exchange for its shares of Gauta Tailings, and ii) 28,017,500 Aurous Resources
ordinary shares to Blyvoor Gold in exchange for its shares of Aurous Gold totals
28,617,500 Aurous Resources ordinary shares.  Please reconcile the 28,617,500 Aurous
Resources ordinary shares to the 28,568,500 Aurous Resources ordinary shares issued to
Blyvoor Gold as listed in the tabular disclosures on pages 160 and 167.
26.Please expand pro forma adjustment 2e)vi) to explain why this adjustment does not
include the issuance of any Aurous Resources ordinary shares under the Management
Incentive Share Scheme.
Business of Aurous Gold and Gauta Tailings and Certain Information About Aurous Gold and
Gauta Tailings, page 171
27.Please define the term "gold doré" when first used.
28.Please disclose the source and date of all third party data used, including for example the
Wood Mackenzie data.
29.Please modify your mineral property disclosures as necessary to ensure that each mineral
resource and mineral reserve table includes details regarding the commodity price
assumptions, to comply with the guidance in footnote 1 to Tables 1 and 2 of Item
1303(b)(3)(iv) of Regulation S-K (for summary property disclosures), and Item
1304(d)(1) of Regulation S-K (for individual property disclosures).
Aurous Gold's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 230
Expand your discussion of the costs and effects of inflation to disclose any known trends
or uncertainties that have had or are reasonably likely to have a material impact on your
cash flows, liquidity, capital resources, cash requirements, financial position, or results of
operations arising from, related to, or caused by the inflation.  As appropriate, make 30.

August 27, 2024
Page 6
corresponding revisions to your related risk factors.  Also, please update your
disclosure to identify actions planned or taken, if any, to mitigate inflationary pressures.
Aurous Gold’s Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Non-IFRS Cost Indicators, page 232
31.Please refer to the table on page 233 where you present the reconciliation of AIC to
Adjusted AIC and revise the AIC amount for the year ended February 29, 2024 from
R761,171,650 to R818,990,878.
Key Line Items in Aurous Gold's Consolidated Statement of Profit or Loss or Other
Comprehensive Income, page 234
32.We note you state that cost of sales is comprised of direct operating costs, professional
fees, fuel purchases, professional fees, electricity costs, water expenses and certain other
expenses. As it excludes depreciation associated with the generation of revenue it would
appear the cost of sales and gross profit line items on Aurous Gold’s consolidated
statements of profit or loss are incomplete. Please refer to paragraphs 15, 29, 99 and 103
of IAS 1 and paragraphs 2.12 to 2.14 of the IFRS Conceptual Framework for Financial
Reporting, which indicates that information must faithfully represent the substance of
what it purports to represent and that a faithful representation is, to the maximum extent
possible, complete, neutral and free from error. Please tell us how you considered the
concept of completeness when presenting cost of sales and gross profit that
exclude certain costs required or necessary to generate revenue.
Results of Operations, page 235
33.We note you have identified multiple factors that contributed to a material change in a
financial statement line item between the periods. For example, you state the increase in
cost of sales was primarily due to an increase in direct operating costs, consumables,
professional fees and electricity costs, and the increase in other operating expenses was
primarily due to an increase in the number of professional employees and business
combination-related expenses. Please quantify the extent to which each factor contributed
to the overall change in that line item, including any offsetting factors as well as discuss
in further detail the underlying reason for the change in each of the factors identified.
Refer to the introductory paragraph of Item 5 of Form 20-F.
34.Please discuss the changes in the Income tax expense line item for both Aurous Gold and
Gauta Tailings.
Business of Rigel and Certain Information About Rigel
The Sponsor, page 251
We note that the sole member of the Sponsor is Orion Mine Finance Fund III, LP, a
limited partnership whose general partner is Orion GP, a limited partnership whose
general partner is an LLC of which Oskar Lewnowski is indirectly the sole voting
Member and serves as Chairman of the Rigel Board. Certain other directors and officers
of Rigel are employees of Orion Resource partners, an affiliate of the Sponsor. Please
revise your disclosure to provide the nature and amount of the interests of the persons
who have direct and indirect material interests in the Sponsor. In addition, please revise 35.

August 27, 2024
Page 7
your disclosure to detail all material roles and responsibilities of the SPAC Sponsor, its
affilia