SecProbe.io

December 11, 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. 3 to Registration Statement on Form F-4
Filed December 6, 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 November 26, 2024
letter.

December 11, 2024
Page 2
Amendment No. 3 to Registration Statement on Form F-4
Cover Page
1.The Form F-4 cover page states that the public sale will commence "as soon as
practicable after the effective date... and all other conditions to the Business
Combination described herein have been satisfied or waived." You also state at page
41 and elsewhere that "[t]he conditions to Closing... are for the sole benefit of the
parties thereto and may be waived by such parties" and that "Blyvoor’s obligation to
consummate the Business Combination is conditioned on, among other things, the
satisfaction or waiver of the Available Cash Condition."

Provide clear disclosure on the cover page and in the proxy statement/prospectus
summary regarding the status of all conditions which you already know will not be
satisfied prior to the closing, along with a discussion of any known intentions,
agreements, or understandings by either party to waive or not to waive each such
condition. For example, at page 392, you newly disclose the proposed October 11th
"limited waiver of the closing condition related to covenant compliance." Similarly,
we note the new disclosure at page 130 that as of October 31, 2024, the Available
Cash Condition cannot be satisfied. We also note that this condition apparently was
breached at least eight days before your filing of an amended registration statement on
November 8th.
2.Insofar as approval of Aurous Resources’ listing application by the Nasdaq also is a
condition to the Closing, please provide updated information regarding the status of
the desired approval as of the latest possible date.
Summary of this Proxy Statement/Prospectus, page 48
3.Please revise your disclosure to include an updated version of the tabular disclosure
you removed detailing the intended uses and sources of funds for the Business
Combination under the No Redemption Scenario, Median Redemption Scenario, and
Maximum Redemption Scenario.
Unaudited Pro Forma Condensed Combined Financial Information, page 171
4.We note in preparation of the pro forma financial information you have used Rigel's
historical financial statements as of and for the six months ended June 30, 2024,
which you indicate are included elsewhere in the proxy statement/prospectus.
However, these financial statements are no longer included in the document as you
now present Rigel's interim financial statements as of and for the nine months ended
September 30, 2024. Please prepare the pro forma financial information using
the updated interim financial statements of Rigel. Please refer to Rule 11-02(c)(3) of
Regulation S-X for additional guidance.
We note under the maximum redemption scenario you do not have sufficient cash to
pay all the transaction expenses at the closing date. Unless you have secured financing
to satisfy these costs at closing, please revise this scenario to reflect the maximum
number of redemptions that could occur while retaining sufficient cash to pay all the
transaction expenses at the Closing Date.5.

December 11, 2024
Page 3

In addition, we note the Available Cash Condition is not met under both Scenarios 2
and 3 and the consummation of the business combination is subject to a waiver of this
condition. Please modify the pro forma financial information under Scenario 2 to
reflect the maximum number of shares that could be redeemed while maintaining
compliance with the Available Cash Condition.
Organizational structure
The Blyvoor Gold Mine, page 191
6.The revised disclosure at page 194 indicates that the provisional air emissions license
for the gold mine expires this month. Please provide updated information and
corresponding risk factors disclosure, if appropriate.
Aurous Gold's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 253
7.We note your table summarizing Aurous Gold’s consolidated results of operations for
the six months ended August 31, 2024 includes 691 of other operating income
expressed in Rand and $36,013 expressed in US Dollars. Given the US Dollar to Rand
exchange rates disclosed on page 171, the other operating income of $36,013
expressed in US Dollars appears to be calculated in error.  Please revise as necessary.
Management of Aurous Resources Following the Business Combination
Directors, page 293
8.You state that you intend to name the outstanding director, who is expected to be
ordinarily resident in South Africa, prior to the date of the General Meeting. If the
identity of this director is known, please disclose the requisite information in the
amended filing.
Aurous Resources-Audited Consolidated Balance Sheet
Notes to the Consolidated Balance Sheet, page F-178
9.We note your disclosure on page 119 regarding currency exchange restrictions.
Please include a disclosure regarding these exchange restrictions in your financial
statements pursuant to Rule 3-20(b)(1) and b(2) of Regulation S-X.
            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.

December 11, 2024
Page 4
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:John Stribling
Ilana Ongun