Correspondence 0001829126-24-006384 from Aurous Resources (AURS) (CIK 0002025049)
Aurous Resources (AURS) (CIK 0002025049)
Date: Sept. 20, 2024 · CIK: 0002025049 · Accession: 0001829126-24-006384
AI Filing Summary & Sentiment
File numbers found in text: 333-280972
Referenced dates: August 27, 2024, July 24, 2024
Letter
Via EDGAR Mr. Michael Purcell Mr. Timothy Levenberg Division of Corporation Finance Office of Energy & Transportation Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Aurous Resources Registration Statement on Form F-4 Filed July 24, 2024 File No. 333-280972
Dear Ms. Gallagher, Mr. Cannarella, Mr. Coleman, Mr. Hiller, Mr. Purcell and Mr. Levenberg:
On behalf of our client, Aurous Resources (the “Company” or “Aurous Resources”), a foreign private issuer incorporated under the laws of the Cayman Islands, we are responding to the comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 27, 2024, on the Registration Statement on Form F-4 (File No. 333-280972) (the “Registration Statement”) filed with the Commission on July 24, 2024 relating to the proposed business combination, by and among, inter alios, the Company, Blyvoor Gold Resources Proprietary Limited (“Aurous Gold”) and Blyvoor Gold Operations Proprietary Limited (“Gauta Tailings” and, together with Aurous Gold, “Blyvoor”) and Rigel Resource Acquisition Corp (“Rigel,” and together with Aurous Resources and Blyvoor, the “Registrants”).
The Registrants respectfully acknowledge the Staff’s comments. For the Staff’s convenience, the Staff’s comments are repeated below in bold and are followed by the Registrants’ responses. Concurrently with the submission of this letter, the Registrants are filing with the Commission an amendment to the Registration Statement for review. Page references in the text of this response letter correspond to the page numbers of the Registration Statement. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Registration Statement.
September 20, 2024
Page 2
The Registrants’ responses to the Staff’s comments are as follows:
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.
Response: In response to the Staff’s comment, the Registrants have revised the cover page of the Registration Statement. The Registrants respectfully advise the Staff that, since the filing dated July 24, 2024, Aurous Gold, Gauta Tailings and Aurous Resources have changed their respective addresses to Inanda Greens Business Park, Block A Wierda Gables, 54 Wierda Rd West, Wierda Valley, Sandton, South Africa 2196 and their telephone number to +27 67 166 4397, and that these details have been updated throughout the Registration Statement.
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).
Response: In response to the Staff’s comment, the Registrants have revised the cover page of the Registration Statement accordingly.
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).
Response: In response to the Staff’s comment, the Registrants have revised the cover page of the Registration Statement accordingly.
Questions and Answers about the Business Combination and the General Meeting of the Shareholders
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.
September 20, 2024
Page 3
Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that the Registrants believe Citi and Hannam do not serve as a promoter of Rigel (as such term is defined in Rule 405 of the Securities Act) and, therefore, the Registrants do not believe disclosure regarding the nature and amounts of reimbursements to be paid is required pursuant to Regulation S-K Item 1603(a)(6) with respect to Citi and Hannam. Under Rule 405 of the Securities Act, a “promoter” is (i) a person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer, or (ii) any person who, in connection with the founding and organizing of a business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities. Neither Citi or Hannam has directly or indirectly founded or organized the registrant, nor does Citi or Hannam directly or indirectly own 10 percent or more of any class of securities, or will directly or indirectly receive 10 percent or more of the proceeds from the sale of any class of securities. The Registrants also respectfully point the Staff to pages 36, 62, 125-126, 353 and 380-381 regarding the terms of Citi and Hannam’s engagement as co-placement agents in connection with PIPE Funding.
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.
Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that the decision to provide for redemption with a vote rather than a tender offer was negotiated in the Business Combination Agreement (supplied as Annex A of the Registration Statement). Rigel believed that a tender offer would require additional time and expense and therefore elected to provide for redemption with a vote. The Registrants have revised the disclosure to include this reasoning which can be found on page 27.
6. Please revise to quantify the number of shares subject to registration rights pursuant to the amended and restated registration rights agreement.
Response: In response to the Staff’s comment, the Registrants have revised the disclosure to include to the number of shares subject to registration rights on pages 34, 61, 124 and 379.
7. Revise to clarify the references here and elsewhere to “customary cutback provisions.”
Response: In response to the Staff’s comment, the Registrants have revised the disclosure to clarify on pages 34, 61, 124 and 379 the “customary cutback provisions” that may be applicable when the dollar amount or the number of securities desired to be sold exceeds the maximum dollar amount or maximum number of securities that can be sold without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering.
September 20, 2024
Page 4
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.
Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that under Cayman law, dissention rights are unavailable where an open market exists on a recognized stock exchange or recognized interdealer quotation system. If shares are listed on Nasdaq, dissention rights would become unavailable to shareholders. However, since the closing condition to list the shares on Nasdaq is only a condition, it can be waived with the consent of the Target Companies. The waiver of this closing condition could mean the shares are not listed on Nasdaq or listed on a different exchange. The Registrants have revised the disclosure on pages 41, 51 and 56 to clarify that these dissention rights may not be available if this closing condition is satisfied and not waived.
What happens if a substantial number of Rigel’s public shareholders vote in favor of the Business Combination Proposal
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.
Response: In response to the Staff’s comment, the Registrants have revised the disclosure on page 42 accordingly.
10. Please tell us why you have opted not to present dilution information assuming no redemptions occur.
Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that the decision to not include a “no redemption scenario” was in reliance on the SEC SPAC Rules Adopting Release (Release Nos. 33-11265; 34-99418; IC-35096; File No. S7-13-22) that stated on page 96, “under Item 1604(c), registrants should not select redemption levels that are not possible…but should ensure the redemption levels reasonably inform investors of a range of potential outcomes.” Based on the Rigel’s review of other SPACs’ results after completing a public shareholder vote relating to the approval of a business combination, and based on Rigel’s own experience with redemptions, Rigel has concluded that it is highly unlikely that a public shareholder vote for the Business Combination would result in zero redemptions. Because the Registrants believe a “no redemption scenario” would not reasonably inform investors of a “potential outcome,” they have not included a “no redemption scenario” in the dilution disclosure of the Registration Statement.
September 20, 2024
Page 5
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.
Response: In response to the Staff’s comment, the Registrants have revised the disclosure on pages 42-43 accordingly.
Summary of this Proxy Statement/Prospectus
Subscription Agreements
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.
Response: In response to the Staff’s comment, the Registrants have revised the cover page of the Registration Statement and the disclosure on pages 53 and 354 accordingly.
The Rigel Board’s Reasons for the Business Combination
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.
Response: In response to the Staff’s comment, the Registrants have revised the disclosure and have provided similar contextualizing disclosure on pages 53-54, 251, 254, 257, 272, 360 and 366.
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.”
Response: In response to the Staff’s comment, the Registrants have revised the disclosure on pages 27, 55, 56, 366, 367 and 369 accordingly.
September 20, 2024
Page 6
Interests of Certain Persons in the Business Combination and Conflicts of Interest
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.
Response: In response to the Staff’s comment, the Registrants have revised the cover page of the Registration Statement and the disclosure on pages 62, 126 and 380 accordingly.
Compensation Received by the Sponsor
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.
Response: In response to the Staff’s comment, the Registrants have revised the disclosure on page 63 accordingly.
Risk Factors
Risks Related to Government Regulation
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.
Response: The Registrants acknowledge the Staff’s comment and respectfully direct the Staff to the disclosure of material licenses currently required to operate the Blyvoor Gold Mine and the Gauta Tailings Project and their status under the heading “Individual Property Disclosure”, on pages 213-217 with respect to the Blyvoor Gold Mine and on pages 227-229 with respect to the Gauta Tailings Project. In response to the Staff’s comment, the Registrants have provided additional disclosure under the heading “Mineral Rights and Licenses” on page 198 with respect to the Blyvoor Gold Mine and on page 181 with respect to the Gauta Tailings Project, in each case, to summarize material licenses required to operate the respective projects and their status, and provided cross-references to the disclosure referenced above.
September 20, 2024
Page 7
Risks Related to Rigel
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.
Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that, as disclosed on page 132, 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, unless and during the period that Rigel is engaged in a tender offer for Rigel Ordinary Shares or Rigel Public Warrants. Furthermore, the disclosure on page 132 has been revised to clarify that if the purchasers determine at the time of any such purchases that the purchases are subject to the tender offer rules or going private rules under the Exchange Act, the purchasers will comply with such rules.
Material Tax Considerations United States Federal Income Tax Conside
Show Raw Text
CORRESP
1
filename1.htm
100 Liverpool Street | London EC2M 2AT
T: +44 20.7615.3000
milbank.com
September 20, 2024
Via EDGAR
Ms. Jenifer Gallagher
Mr. John Cannarella
Mr. John Coleman
Mr. Karl Hiller
Mr. Michael Purcell
Mr. Timothy Levenberg
Division of Corporation Finance
Office of Energy & Transportation
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re:
Aurous Resources
Registration Statement on Form F-4
Filed July 24, 2024
File No. 333-280972
Dear Ms. Gallagher, Mr. Cannarella, Mr. Coleman, Mr. Hiller, Mr. Purcell and Mr. Levenberg:
On behalf of our client, Aurous Resources (the “Company” or “Aurous Resources”), a foreign private issuer incorporated under the laws of the Cayman Islands, we are responding to the comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 27, 2024, on the Registration Statement on Form F-4 (File No. 333-280972) (the “Registration Statement”) filed with the Commission on July 24, 2024 relating to the proposed business combination, by and among, inter alios, the Company, Blyvoor Gold Resources Proprietary Limited (“Aurous Gold”) and Blyvoor Gold Operations Proprietary Limited (“Gauta Tailings” and, together with Aurous Gold, “Blyvoor”) and Rigel Resource Acquisition Corp (“Rigel,” and together with Aurous Resources and Blyvoor, the “Registrants”).
The Registrants respectfully acknowledge the Staff’s comments. For the Staff’s convenience, the Staff’s comments are repeated below in bold and are followed by the Registrants’ responses. Concurrently with the submission of this letter, the Registrants are filing with the Commission an amendment to the Registration Statement for review. Page references in the text of this response letter correspond to the page numbers of the Registration Statement. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Registration Statement.
September 20, 2024
Page 2
The Registrants’ responses to the Staff’s comments are as follows:
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.
Response: In response to the Staff’s comment, the Registrants have revised the cover page of the Registration Statement. The Registrants respectfully advise the Staff that, since the filing dated July 24, 2024, Aurous Gold, Gauta Tailings and Aurous Resources have changed their respective addresses to Inanda Greens Business Park, Block A Wierda Gables, 54 Wierda Rd West, Wierda Valley, Sandton, South Africa 2196 and their telephone number to +27 67 166 4397, and that these details have been updated throughout the Registration Statement.
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).
Response: In response to the Staff’s comment, the Registrants have revised the cover page of the Registration Statement accordingly.
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).
Response: In response to the Staff’s comment, the Registrants have revised the cover page of the Registration Statement accordingly.
Questions and Answers about the Business Combination and the General Meeting of the Shareholders
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.
September 20, 2024
Page 3
Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that the Registrants believe Citi and Hannam do not serve as a promoter of Rigel (as such term is defined in Rule 405 of the Securities Act) and, therefore, the Registrants do not believe disclosure regarding the nature and amounts of reimbursements to be paid is required pursuant to Regulation S-K Item 1603(a)(6) with respect to Citi and Hannam. Under Rule 405 of the Securities Act, a “promoter” is (i) a person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer, or (ii) any person who, in connection with the founding and organizing of a business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities. Neither Citi or Hannam has directly or indirectly founded or organized the registrant, nor does Citi or Hannam directly or indirectly own 10 percent or more of any class of securities, or will directly or indirectly receive 10 percent or more of the proceeds from the sale of any class of securities. The Registrants also respectfully point the Staff to pages 36, 62, 125-126, 353 and 380-381 regarding the terms of Citi and Hannam’s engagement as co-placement agents in connection with PIPE Funding.
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.
Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that the decision to provide for redemption with a vote rather than a tender offer was negotiated in the Business Combination Agreement (supplied as Annex A of the Registration Statement). Rigel believed that a tender offer would require additional time and expense and therefore elected to provide for redemption with a vote. The Registrants have revised the disclosure to include this reasoning which can be found on page 27.
6.
Please revise to quantify the number of shares subject to registration rights pursuant to the amended and restated registration rights agreement.
Response: In response to the Staff’s comment, the Registrants have revised the disclosure to include to the number of shares subject to registration rights on pages 34, 61, 124 and 379.
7.
Revise to clarify the references here and elsewhere to “customary cutback provisions.”
Response: In response to the Staff’s comment, the Registrants have revised the disclosure to clarify on pages 34, 61, 124 and 379 the “customary cutback provisions” that may be applicable when the dollar amount or the number of securities desired to be sold exceeds the maximum dollar amount or maximum number of securities that can be sold without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering.
September 20, 2024
Page 4
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.
Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that under Cayman law, dissention rights are unavailable where an open market exists on a recognized stock exchange or recognized interdealer quotation system. If shares are listed on Nasdaq, dissention rights would become unavailable to shareholders. However, since the closing condition to list the shares on Nasdaq is only a condition, it can be waived with the consent of the Target Companies. The waiver of this closing condition could mean the shares are not listed on Nasdaq or listed on a different exchange. The Registrants have revised the disclosure on pages 41, 51 and 56 to clarify that these dissention rights may not be available if this closing condition is satisfied and not waived.
What happens if a substantial number of Rigel’s public shareholders vote in favor of the Business Combination Proposal
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.
Response: In response to the Staff’s comment, the Registrants have revised the disclosure on page 42 accordingly.
10.
Please tell us why you have opted not to present dilution information assuming no redemptions occur.
Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that the decision to not include a “no redemption scenario” was in reliance on the SEC SPAC Rules Adopting Release (Release Nos. 33-11265; 34-99418; IC-35096; File No. S7-13-22) that stated on page 96, “under Item 1604(c), registrants should not select redemption levels that are not possible…but should ensure the redemption levels reasonably inform investors of a range of potential outcomes.” Based on the Rigel’s review of other SPACs’ results after completing a public shareholder vote relating to the approval of a business combination, and based on Rigel’s own experience with redemptions, Rigel has concluded that it is highly unlikely that a public shareholder vote for the Business Combination would result in zero redemptions. Because the Registrants believe a “no redemption scenario” would not reasonably inform investors of a “potential outcome,” they have not included a “no redemption scenario” in the dilution disclosure of the Registration Statement.
September 20, 2024
Page 5
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.
Response: In response to the Staff’s comment, the Registrants have revised the disclosure on pages 42-43 accordingly.
Summary of this Proxy Statement/Prospectus
Subscription Agreements
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.
Response: In response to the Staff’s comment, the Registrants have revised the cover page of the Registration Statement and the disclosure on pages 53 and 354 accordingly.
The Rigel Board’s Reasons for the Business Combination
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.
Response: In response to the Staff’s comment, the Registrants have revised the disclosure and have provided similar contextualizing disclosure on pages 53-54, 251, 254, 257, 272, 360 and 366.
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.”
Response: In response to the Staff’s comment, the Registrants have revised the disclosure on pages 27, 55, 56, 366, 367 and 369 accordingly.
September 20, 2024
Page 6
Interests of Certain Persons in the Business Combination and Conflicts of Interest
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.
Response: In response to the Staff’s comment, the Registrants have revised the cover page of the Registration Statement and the disclosure on pages 62, 126 and 380 accordingly.
Compensation Received by the Sponsor
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.
Response: In response to the Staff’s comment, the Registrants have revised the disclosure on page 63 accordingly.
Risk Factors
Risks Related to Government Regulation
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.
Response: The Registrants acknowledge the Staff’s comment and respectfully direct the Staff to the disclosure of material licenses currently required to operate the Blyvoor Gold Mine and the Gauta Tailings Project and their status under the heading “Individual Property Disclosure”, on pages 213-217 with respect to the Blyvoor Gold Mine and on pages 227-229 with respect to the Gauta Tailings Project. In response to the Staff’s comment, the Registrants have provided additional disclosure under the heading “Mineral Rights and Licenses” on page 198 with respect to the Blyvoor Gold Mine and on page 181 with respect to the Gauta Tailings Project, in each case, to summarize material licenses required to operate the respective projects and their status, and provided cross-references to the disclosure referenced above.
September 20, 2024
Page 7
Risks Related to Rigel
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.
Response: The Registrants respectfully acknowledge the Staff’s comment and advise the Staff that, as disclosed on page 132, 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, unless and during the period that Rigel is engaged in a tender offer for Rigel Ordinary Shares or Rigel Public Warrants. Furthermore, the disclosure on page 132 has been revised to clarify that if the purchasers determine at the time of any such purchases that the purchases are subject to the tender offer rules or going private rules under the Exchange Act, the purchasers will comply with such rules.
Material Tax Considerations
United States Federal Income Tax Conside