SecProbe.io

October 15, 2024
Jonathan Lamb
Chief Executive Officer
Aurous Resources
Inanda Greens Business Park, Block A
Wierda Gables
54 Wierda Rd West, Wierda Valley
Sandton, 2196
South Africa
Richard Floyd
Chief Executive Officer
Blyvoor Gold Operations (Proprietary) Ltd and Blyvoor Gold Resources (Proprietary) Ltd
Inanda Greens Business Park, Block A
Wierda Gables
54 Wierda Rd West, Wierda Valley
Sandton, 2196
South Africa
Re:Aurous Resources
Amendment No. 1 to Registration Statement on Form F-4
Filed September 20, 2024
File No. 333-280972
Dear Jonathan Lamb and Richard Floyd:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our August 27, 2024 letter.

October 15, 2024
Page 2
Amendment No. 1 to Registration Statement on Form F-4
Why is Rigel providing shareholders with the opportunity to vote on the Business
Combination?, page 27
1.We note your response to prior comment 5. However, please ensure that the
Background of the Business Combination describes the negotiations mentioned in the
added disclosure in the third sentence of this section.
What interests do the Rigel Initial Holders and Rigel's other current officers and directors
have in the Business Combination?, page 34
2.Please revise to describe the exceptions to the restrictions in any applicable lock-up
agreements, as well as any terms that would result in an earlier expiration. Refer to
Item 1603(a)(9) of Regulation S-K.
3.Please revise your disclosure to detail whether consideration was paid in exchange for
the Initial Shareholders waiver of their redemption rights on page 34 and throughout
the filing where appropriate. See Items 1603(a)(8) and 1605(d) of Regulation S-K.
What happens if a substantial number of Rigel's public shareholders vote in favor of the
Business Combination Proposal..., page 42
4.We note in response to prior comment 9 you have added footnote (2) to explain how
you calculated the Blyvoor valuation under each redemption scenario. Please also
separately quantify the number of shares issuable to each party listed in (a) through (c)
that totals the aggregate number of Aurous Resources Ordinary Shares issuable.
Compensation Received by the Sponsor, page 63
5.We note your response to prior comment 16. Please revise your disclosure in this
section to describe any consideration received by the Sponsor from Orion GP for the
transferred Aurous Resources Ordinary Shares or from Orion Fund III.
Risk Factors
Risks Related to the Business Combination, page 121
6.We note that you have extended your termination date to consummate a business
combination until May 9, 2025. However, if you have not completed a qualifying
business combination transaction by November 9, 2024, you will be in violation of
current NYSE listing standards. Please revise your disclosure to include potential risks
if you are unable to complete a business combination transaction, such as you disclose
in your Preliminary Proxy on Schedule 14A filed on July 8, 2024.
Aurous Resources may be controlled by Blyvoor Gold, page 127
7.We note your disclosure at here and page 162.  Please revise to clarify whether you
may be a controlled company under NYSE rules following the closing of the business
combination.

October 15, 2024
Page 3
Risks Related to Rigel, page 132
8.We note your response to prior comment 18. Please revise to clarify, if true, that
purchases are prohibited from the time of the public announcement of the tender offer
until the expiration of the offer. In addition, please clarify that the prohibition also
applies to persons covered by Rule 14e-5(c)(3)(iv).
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Form Condensed Combined Financial Information, page 165
9.We note you have revised pro forma adjustment 2(c)(i) in response to prior comment
23 to reflect under both the medium and maximum scenarios the conversion of the
convertible part of the promissory notes into Rigel private warrants which are
subsequently marked to fair value with the non-convertible part of the notes being
forgiven. Please revise your disclosure to state that the net cumulative adjustments
resulting from both the medium and maximum redemption scenarios will be a
decrease to convertible promissory notes – related parties of R106,540,700
($5,556,896), an increase to derivative liabilities of R13,804,344 ($720,000), and a
gain charged to accumulated deficit of R92,736,356 ($4,836,896).

In addition, please refer to pro forma adjustment 2(o) and explain why you have
assumed the entire second extension loan balance will be forgiven in the medium and
maximum redemption scenarios in contrast to part of the first and third extension
loans being converted into Rigel private warrants under these same scenarios.
10.For each of the redemption scenarios depicted, please disclose whether the minimum
threshold of Aggregate Cash Proceeds pursuant to the Available Cash Condition was
met. To the extent that your cash balances in any of the redemption scenarios
depicted is less than the minimum required pursuant to the Available Cash Condition,
disclose whether Blyvoor is obligated to consummate the Business Combination.
11.We note that in response to prior comment 20, you indicate that the contingent
liabilities will be discharged, using proceeds from the Business Combination,
substantially simultaneously with the Closing pursuant to the terms of the Business
Combination Agreement. Please tell us why you did not depict the settlement of this
liability as a pro forma adjustment.
Rigel's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Contractual Obligations, page 262
We note your response to prior comment 36. Please include risk factor disclosure that
addresses the following, as appropriate:

•whether the firm performed substantially all of their obligations to earn their fees
and, therefore, are gratuitously waiving the right to be compensated;
•the unusual nature of such a fee waiver and the impact on the evaluation of the
transaction;
•caution that investors should not place any reliance on the fact that the
firm was previously involved with the transaction;12.

October 15, 2024
Page 4
•the material impact, if any, of agreement provisions that survive the resignation or
fee waiver, such as indemnification, contribution, rights of first refusal or lockups;
and
•if the firm was involved in preparing registration statement disclosure, the risk of
relying on the firm's expertise despite their withdrawal of services and the
rationale for continuing to rely on information disclaimed by the firm.
Management of Aurous Resources Following the Business Combination
Anticipated Executive Officers and Directors After the Business Combination, page 273
13.We note your response to prior comment 37. Please file all executed employment
agreements with the named officers as exhibits, once available. If formal agreements
have not yet been entered into, please disclose this.
Background of the Business Combination, page 358
14.We note your response to prior comment 40. Please provide additional detail
regarding the substance of the referenced meetings, including the material terms that
were discussed, how positions differed, and how such differences ultimately were
resolved.
15.We note your response to prior comment 42. Consistent with Item 1605(c) of
Regulation S-K, please expand your disclosure to provide greater detail as to the
benefits and detriments, providing quantification to the extent practicable. For
example, please quantify the potential benefits to Rigel and its executive officers and
directors, as well as to the targets' executive officers, if the business combination is
consummated.
16.Despite your response to prior comment 43, we did not see any corresponding
revisions. Please revise and expand your disclosure to detail any role Orion Mine
Finance Fund II LP played in the search or negotiation process.
Opinion of Kroll, LLC to the Rigel Board, page 370
17.We note your response to prior comment 45.  To eliminate any potential ambiguity
with regard to the disclosures at pages 375 and E-7, please state that the advisor
expressly consents to the use of its opinion by those entitled to use it, including those
whose vote is being solicited in this proxy statement / prospectus.
Satisfaction of 80% Test, page 379
18.You disclose in reaching its conclusion that the Business Combination meets the 80%
asset test, the Rigel board considered "an implied pre-money equity value of Blyvoor
at $362 million. Please reconcile with your disclosure at page 363 which refers to the
enterprise valuation.
Second Amended and Restated Memorandum of Association of Aurous Resources, page D-1
We note the new text at Section 101, including that "Unless the company consents in
writing to the selection of an alternative forum, the federal district courts of the United
States of America shall be the exclusive forum for the resolution of any proceeding,
suit or action arising under the Securities Act of the Exchange Act."  Note that Section 19.

October 15, 2024
Page 5
22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder.  Please discuss the content and effect of
the exclusive forum provision at an appropriate place in the proxy statement /
prospectus, and reference the concurrent jurisdiction created by Section 22 in that
discussion.
General
20.We understand the Form 10-K for the fiscal year ended December 31, 2023 of Rigel
Resource Acquisition Corp. is currently under review. Please revise your disclosure to
reflect applicable corresponding revisions made in response to the comment letter
dated September 18, 2024.
21.We note your response to prior comment 51 and reissue in part. Please revise your
filing to include risk factor disclosure that addresses how this fact could impact your
ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a
target company should the transaction be subject to review by a U.S. government
entity, such as the Committee on Foreign Investment in the United States (CFIUS), or
ultimately prohibited. Further, disclose that the time necessary for government review
of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company,
and the warrants, which would expire worthless.
            Please contact Jenifer Gallagher at 202-551-3706 or John Cannarella at 202-551-3337
if you have questions regarding comments on the financial statements and related matters.
For questions regarding engineering comments, you may contact John Coleman at 202-551-
3610 or Karl Hiller at 202-551-3686. Please contact Michael Purcell at 202-551-5351 or
Timothy Levenberg at 202-551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:John Stribling
Ilana Ongun