Exhibit
10.5


 


FORWARD
PURCHASE AGREEMENT


 


This
Forward Purchase Agreement (this “Agreement”) is entered into as of November 4, 2021, by and between Rigel
Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Orion Mine Finance Fund
III LP, a Cayman Islands exempted limited partnership (together with its permitted assignees, the “Purchaser”).


 


Recitals



 


WHEREAS,
the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities (a “Business Combination”);


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement
on Form S-1 on October 19, 2021 (File No. 333-260356) (as so filed, together with the additional registration statement relating thereto
filed with the SEC pursuant to Rule 462(b), collectively the “Registration Statement”) for its initial public
offering (“IPO”) of 27,500,000 units (or 31,625,000 units if the underwriters’ over-allotment option
(the “IPO Option”) is exercised in full) (the “Public Units”) at a price of $10.00
per Public Unit, each Public Unit comprised of one share of the Company’s Class A ordinary shares, par value $0.0001 per share
(the “Class A Shares,” and the Class A Shares included in the Public Units, the “Public Shares”),
and one-half of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise
price of $11.50 per share (the “Warrants,” and the Warrants included in the Public Units, the “Public
Warrants”);


 


WHEREAS,
the Company’s sponsor, Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (“Sponsor”),
Nathanael Abebe and certain of the Company’s directors have agreed to purchase an aggregate of 13,000,000 private placement warrants
(or 14,650,000 private placement warrants if the IPO Option is exercised in full) at a price of $1.00 per whole warrant in a private
placement that will close contemporaneously with the closing of the IPO (the “Private Placement Warrants”);


 


WHEREAS,
following the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business
Combination;


 


WHEREAS,
the parties wish to enter into this Agreement, pursuant to which concurrently with the closing of the Company’s initial Business
Combination (the “Business Combination Closing”), the Company shall issue and sell to the Purchaser, and the
Purchaser shall purchase from the Company, on a private placement basis, the number of units (the “Forward Purchase Units”)
determined pursuant to Sections 1(a)(i) hereof, each comprised of one Class A Share (each, a “Forward Purchase Share”
and, collectively, “Forward Purchase Shares”) and one-half of one warrant (each, a “Forward Purchase
Warrant”), on the terms and conditions set forth herein (the Forward Purchase Units, the Forward Purchase Shares, the Forward
Purchase Warrants underlying the Forward Purchase Units and the Class A Shares underlying the Forward Purchase Warrants, the “Forward
Purchase Securities”);


 


WHEREAS,
proceeds from the IPO and the sale of the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the IPO
will be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”),
as described in the Registration Statement; and


 


WHEREAS,
the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity
or debt financing obtained by the Company in connection with the Business Combination (the “Available Cash”),
together with the proceeds from the sale of the Forward Purchase Units, will be used to satisfy the cash requirements of the Business
Combination, including funding the purchase price and paying expenses and retaining amounts specified in the definitive agreement for
the Business Combination (the “Definitive Agreement”) to be retained for use by the post-Business Combination
company for working capital or other purposes (the “Cash Requirements”);


 






     

     


    

 


NOW,
THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for
other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 


Agreement


 


		1.	Sale
                                            and Purchase.



 


		(a)	Forward
                                            Purchase Units.



 


		(i)	Subject
                                            to Sections 1(a)(ii), (iv) and (v), the Company shall issue and
                                            sell to the Purchaser, and the Purchaser shall purchase from the Company, 5,000,000 Forward
                                            Purchase Units (the “Maximum Units”) for a purchase price of $10.00
                                            per Forward Purchase Unit (the “Forward Purchase Price”), or up
                                            to a maximum of $50,000,000 in the aggregate.



 


		(ii)	Each
                                            Forward Purchase Warrant will have the same terms as each Private Placement Warrant, and
                                            will be subject to the terms and conditions of the Warrant Agreement to be entered into between
                                            the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection
                                            with the IPO, mutatis mutandis.



 


		(iii)	As
                                            soon as reasonably practicable, but in no event less than ten (10) Business Days (as defined
                                            below) prior to the Company’s entry into the Definitive Agreement, the Company shall
                                            provide the Purchaser with notice (the “Initial Company Notice”)
                                            that it desires the Purchaser to purchase the Maximum Units pursuant to this Agreement. Following
                                            delivery of the Initial Company Notice, the Company shall provide the Purchaser with such
                                            other information as the Purchaser (or any applicable Transferee pursuant to Section 4(b)
                                            hereof) may reasonably request so that the Purchaser (or such Transferee) may seek the
                                            approval of its board of directors, board of managers, members, investment committee or other
                                            governing body to consummate the purchase of the Forward Purchase Units hereunder.



 


		(A)	Within
                                            five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide
                                            the Company with notice (the “Initial Purchaser Notice”) of the
                                            decision of its board of directors, board of managers, members, investment committee or other
                                            governing body as whether it is authorized to purchase the Forward Purchase Units pursuant
                                            to this Agreement, where the notice states that approval has been granted, such notice shall
                                            constitute the binding obligation of the Purchaser to purchase Forward Purchase Units, subject
                                            to the terms and conditions of this Agreement. In the event that approval has not been granted,
                                            there shall be no obligation to Purchase the Forward Purchase Securities with respect to
                                            such initial Business Combination.



 


		(iv)	In
                                            the event that the notice provided in clause (iii)(A) provides that approval was granted,
                                            at least three (3) Business Days before the Business Combination Closing, the Company shall
                                            provide the Purchaser with an updated notice (the “Final Company Notice”)
                                            including:



 


		(A)	the
                                            aggregate Forward Purchase Price;



 


		(B)	the
                                            anticipated date of the Business Combination Closing; and



 


		(C)	instructions
                                            for wiring the Forward Purchase Price.



 


		(v)	In
                                            the event that any Definitive Agreement is terminated or the transaction contemplated thereby
                                            is abandoned, the procedures completed pursuant to clause (iii) above to determine shall
                                            apply de novo to any future or subsequent initial Business Combination that the Company may
                                            enter into in lieu thereof.



 




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		(vi)	The
                                            closing of the sale of Forward Purchase Units (the “Forward Closing”)
                                            shall be held on the same date and concurrently with the Business Combination Closing (such
                                            date being referred to as the “Forward Closing Date”). At least
                                            one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the
                                            Company the Forward Purchase Price for the Forward Purchase Units by wire transfer of U.S.
                                            dollars in immediately available funds to the account specified by the Company in such notice
                                            to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing
                                            on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow
                                            automatically and without further action by the Company or the Purchaser, and (ii) upon such
                                            release, the Company shall issue the Forward Purchase Units to the Purchaser in book-entry
                                            form, free and clear of any liens or other restrictions whatsoever (other than those arising
                                            under state or federal securities laws), registered in the name of the Purchaser (or its
                                            nominee in accordance with its delivery instructions), or to a custodian designated by the
                                            Purchaser, as applicable. In the event the Business Combination Closing does not occur within
                                            five (5) Business Days of the date scheduled for closing, the Forward Closing shall not occur
                                            and the Company shall promptly (but not later than one (1) Business Day thereafter) return
                                            the Forward Purchase Price to the Purchaser. For purposes of this Agreement, “Business
                                            Day” means any day, other than a Saturday or a Sunday, that is neither a legal
                                            holiday nor a day on which banking institutions are generally authorized or required by law
                                            or regulation to close in the City of New York, New York.



 


		(b)	Legends.
                                            Each register and book entry for the Forward Purchase Securities shall contain a notation,
                                            and each certificate (if any) evidencing the Forward Purchase Securities shall be stamped
                                            or otherwise imprinted with a legend, in substantially the following form:



 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND BETWEEN THE
HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


		2.	Representations
                                            and Warranties of the Purchaser. The Purchaser represents and warrants to the Company
                                            as follows, as of the date hereof:



 


		(a)	Organization
                                            and Power. The Purchaser is duly organized, validly existing, and in good standing under
                                            the laws of the jurisdiction of its formation and has all requisite power and authority to
                                            carry on its business as presently conducted and as proposed to be conducted.



 


		(b)	Authorization.
                                            The Purchaser has full power and authority to enter into this Agreement. This Agreement,
                                            when executed and delivered by the Purchaser, will constitute the valid and legally binding
                                            obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms,
                                            except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
                                            conveyance and any other laws of general application affecting enforcement of creditors’
                                            rights generally, (ii) as limited by laws relating to the availability of specific performance,
                                            injunctive relief or other equitable remedies, or (iii) to the extent the indemnification
                                            provisions contained in the Registration Rights (as defined below) may be limited by applicable
                                            federal or state securities laws.



 


		(c)	Governmental
                                            Consents and Filings. No consent, approval, order or authorization of, or registration,
                                            qualification, designation, declaration or filing with, any federal, state or local governmental
                                            authority is required on the part of the Purchaser in connection with the consummation of
                                            the transactions contemplated by this Agreement.



 


		(d)	Compliance
                                            with Other Instruments. The execution, delivery and performance by the Purchaser of this
                                            Agreement and the consummation by the Purchaser of the transactions contemplated by this
                                            Agreement will not result in any violation or default (i) of any provisions of its organizational
                                            documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party
                                            or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party
                                            or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which
                                            it is a party or by which it is bound or (v) of any provision of federal or state statute,
                                            rule or regulation applicable to the Purchaser, in each case (other than clause (i)),
                                            which would have a material adverse effect on the Purchaser or its ability to consummate
                                            the transactions contemplated by this Agreement.



 




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		(e)	Purchase
                                            Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon
                                            the Purchaser’s representation to the Company, which by the Purchaser’s execution
                                            of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Securities to
                                            be acquired by the Purchaser will be acquired for investment for the Purchaser’s own
                                            account, not as a nominee or agent, and not with a view to the resale or distribution of
                                            any part thereof in violation of any state or federal securities laws, and that the Purchaser
                                            has no present intention of selling, granting any participation in, or otherwise distributing
                                            the same in violation of law. By executing this Agreement, the Purchaser further represents
                                            that the Purchaser does not presently have any contract, undertaking, agreement or arrangement
                                            with any Person to sell, transfer or grant participations to such Person or to any third
                                            Person, with respect to any of the Forward Purchase Securities. For purposes of this Agreement,
                                            “Person” means an individual, a limited liability company, a partnership,
                                            a joint venture, a corporation, a trust, an unincorporated organization, any other entity
                                            or any government or any department or agency thereof.



 


		(f)	Disclosure
                                            of Information. The Purchaser has had an opportunity to discuss the Company’s business,
                                            management, financial affairs and the terms and conditions of the offering of the Forward
                                            Purchase Units, as well as the terms of the Company’s proposed IPO, with the Company’s
                                            management.



 


		(g)	Restricted
                                            Securities. The Purchaser understands that the offer and sale of the Forward Purchase
                                            Units to the Purchaser has not been, and will not be, registered under the Securities Act
                                            of 1933, as amended (the “Securities Act”), by reason of a specific
                                            exemption from the registration provisions of the Securities Act which depends upon, among
                                            other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s
                                            representations as expressed herein. The Purchaser understands that the Forward Purchase
                                            Securities are “restricted securities” under applicable U.S. federal and state
                                            securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase
                                            Securities indefinitely unless they are registered with the SEC and qualified by state authorities,
                                            or an exemption from such registration and qualification requirements is available. The Purchaser
                                            acknowledges that the Company has no obligation to register or qualify the Forward Purchase
                                            Securities, or any Class A Shares into which the Forward Purchase Securities may be converted
                                            or exercised, for resale, except for the Registration Rights. The Purchaser further acknowledges
                                            that if an exemption from registration or qualification is available, it may be conditioned
                                            on various requirements including, but not limited to, the time and manner of sale, the holding
                                            period for the Forward Purchase Securities, and on requirements relating to the Company which
                                            are outside of the Purchaser’s control, and which the Company is under no obligation
                                            and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration
                                            Statement for its proposed IPO. The Purchaser understands that the offering of the Forward
                                            Purchase Securities is not, and is not intended to be, part of the IPO, and that the Purchaser
                                            will not be able to rely on the protection of Section 11 of the Securities Act with respect
                                            to the Forward Purchase Securities.



 


		(h)	No
                                            Public Market. The Purchaser understands that no public market now exists for the Forward
                                            Purchase Securities, and that the Company has made no assurances that a public market will
                                            ever exist for the Forward Purchase Securities.



 


		(i)	High
                                            Degree of Risk. The Purchaser understands that its agreement to purchase the Forward
                                            Purchase Securities involves a high degree of risk which could cause the Purchaser to lose
                                            all or part of its investment.



 


		(j)	Accredited
                                            Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D
                                            promulgated under the Securities Act.



 




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		(k)	No
                                            General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees,
                                            agents, shareholders or partners has either directly or indirectly, including, through a
                                            broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement
                                            in connection with the offer and sale of the Forward Purchase Units.



 


		(l)	Residence.
                                            The Purchaser’s principal place of business is the office or offices located at the
                                            address of the Purchaser set forth on the signature page hereof.



 


		(m)	Non-Public
                                            Information. The Purchaser acknowledges its obligations under applicable securities laws
                                            with respect to the treatment of non-public information relating to the Company.



 


		(n)	Adequacy
                                            of Financing. At the time of the Forward Closing, the Purchaser will have available to
                                            it sufficient funds to satisfy its obligations under this Agreement.



 


		(o)	No
                                            Other Representations and Warranties; Non-Reliance. Except for the specific representations
                                            and warranties contained in this Section 2 and in any certificate or agreement
                                            delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser
                                            nor any of the Purchaser’s affiliates (the “Purchaser Parties”)
                                            has made, makes or shall be deemed to make any other express or implied representation or
                                            warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim
                                            any such representation or warranty. Except for the specific representations and warranties
                                            expressly made by the Company in Section 3 of this Agreement and in any certificate
                                            or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that
                                            they are relying upon any other representations or warranties that may have been made by
                                            the Company, any person on behalf of the Company or any of the Company’s affiliates
                                            (collectively, the “Company Parties”).



 


		3.	Representations
                                            and Warranties of the Company. The Company represents and warrants to the Purchaser
                                            as follows:



 


		(a)	Incorporation
                                            and Corporate Power. The Company is a Cayman Islands exempted company and has all requisite
                                            corporate power and authority to carry on its business as presently conducted and as proposed
                                            to be conducted. The Company has no subsidiaries.



 


		(b)	Capitalization.
                                            On the date hereof, the authorized share capital of the Company consists of:



 


		(i)	500,000,000
                                            Class A ordinary shares, par value $0.0001, none of which are issued and outstanding.



 


		(ii)	50,000,000
                                            Class B ordinary shares, par value $0.0001 per share (the “Class B Shares”),
                                            7,906,250 of which are issued and outstanding. All of the outstanding Class B Shares have
                                            been duly authorized, are fully paid and nonassessable and were issued in compliance with
                                            all applicable federal and state securities laws.



 


		(iii)	5,000,000
                                            preference shares, par value $0.0001 per share, none of which are issued and outstanding.



 


		(c)	Authorization.
                                            All corporate action required to be taken by the Company’s Board of Directors and shareholders
                                            in order to authorize the Company to enter into this Agreement, and to issue the Forward
                                            Purchase Securities at the Forward Closing, and the securities issuable upon exercise of
                                            the Forward Purchase Warrants, has been taken or will be taken prior to the Forward Closing.
                                            All action on the part of the shareholders, directors and officers of the Company necessary
                                            for the execution and delivery of this Agreement, the performance of all obligations of the
                                            Company under this Agreement to be performed as of the Forward Closing, and the issuance
                                            and delivery of the Forward Purchase Securities and the securities issuable upon exercise
                                            of the Forward Purchase Warrants has been taken or will be taken prior to the Forward Closing.
                                            This Agreement, when executed and delivered by the Company, shall constitute the valid and
                                            legally binding obligation of the Company, enforceable against the Company in accordance
                                            with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
                                            moratorium, fraudulent conveyance, or other laws of general application relating to or affecting
                                            the enforcement of creditors’ rights generally, (ii) as limited by laws relating to
                                            the availability of specific performance, injunctive relief, or other equitable remedies,
                                            or (iii) to the extent the indemnification provisions contained in the Registration Rights
                                            may be limited by applicable federal or state securities laws.



 




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		(d)	Valid
                                            Issuance of Securities. The Forward Purchase Securities, when issued, sold and delivered
                                            in accordance with the terms and for the consideration set forth in this Agreement, and the
                                            securities issuable upon exercise of the Forward Purchase Warrants, when issued in accordance
                                            with the terms of the Forward Purchase Warrants and this Agreement, will be validly issued,
                                            fully paid and nonassessable, as applicable, and free of all preemptive or similar rights,
                                            taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions
                                            on transfer other than restrictions on transfer specified under this Agreement, applicable
                                            state and federal securities laws and liens or encumbrances created by or imposed by the
                                            Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement
                                            and subject to the filings described in Section 3(e) below, the Forward Purchase
                                            Securities will be issued in compliance with all applicable federal and state securities
                                            laws.



 


		(e)	Governmental
                                            Consents and Filings. Assuming the accuracy of the representations and warranties made
                                            by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration,
                                            qualification, designation, declaration or filing with, any federal, state or local governmental
                                            authority is required on the part of the Company in connection with the consummation of the
                                            transactions contemplated by this Agreement, except for filings pursuant to Regulation D
                                            of the Securities Act, and applicable state securities laws, if any, and pursuant to the
                                            Registration Rights.



 


		(f)	Compliance
                                            with Other Instruments. The execution, delivery and performance of this Agreement and
                                            the consummation of the transactions contemplated by this Agreement will not result in any
                                            violation or default (i) of any provisions of the Company’s amended and restated memorandum
                                            and articles of association, as it may be amended from time to time (the “Charter”)
                                            or other governing documents of the Company, (ii) of any instrument, judgment, order, writ
                                            or decree to which the Company is a party or by which it is bound, (iii) under any note,
                                            indenture or mortgage to which the Company is a party or by which it is bound, (iv) under
                                            any lease, agreement, contract or purchase order to which the Company is a party or by which
                                            it is bound or (v) of any provision of federal or state statute, rule or regulation applicable
                                            to the Company, in each case (other than clause (i)) which would have a material adverse
                                            effect on the Company or its ability to consummate the transactions contemplated by this
                                            Agreement.



 


		(g)	Operations.
                                            As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company
                                            will not conduct, any operations other than organizational activities and activities in connection
                                            with offerings of its securities.



 


		(h)	No
                                            General Solicitation. Neither the Company, nor any of its officers, directors, employees,
                                            agents or shareholders has either directly or indirectly, including, through a broker or
                                            finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection
                                            with the offer and sale of the Forward Purchase Units.



 


		(i)	No
                                            Other Representations and Warranties; Non-Reliance. Except for the specific representations
                                            and warranties contained in this Section 3 and in any certificate or agreement
                                            delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed
                                            to make any other express or implied representation or warranty with respect to the Company,
                                            this offering, the proposed IPO or a potential Business Combination, and the Company Parties
                                            disclaim any such representation or warranty. Except for the specific representations and
                                            warranties expressly made by the Purchaser in Section 2 of this Agreement and
                                            in any certificate or agreement delivered pursuant hereto, the Company Parties specifically
                                            disclaim that they are relying upon any other representations or warranties that may have
                                            been made by the Purchaser Parties.



 




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		4.	Registration
                                            Rights; Transfer.



 


		(a)	Registration
                                            Rights. The Purchaser shall be granted registration rights by the Company with respect
                                            to the Forward Purchase Securities underlying the Forward Purchase Units pursuant to a registration
                                            rights agreement to be entered into with the Company, a form of which has been filed with
                                            the registration statement relating to the Company’s IPO (the “Registration
                                            Rights”).



 


		(b)	Transfer.
                                            This Agreement and all of the Purchaser’s rights and obligations hereunder (including
                                            the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred
                                            or assigned, at any time and from time to time, in whole or in part, to one or more affiliates
                                            of the Purchaser (each such transferee, a “Transferee”). Upon any
                                            such assignment:



 


		(i)	the
                                            applicable Transferee shall execute a signature page to this Agreement, substantially in
                                            the form of the Purchaser’s signature page hereto (the “Joinder Agreement”),
                                            which shall reflect the number of Forward Purchase Units to be purchased by such Transferee
                                            (the “Transferee Securities”), and, upon such execution, such Transferee
                                            shall have all the same rights and obligations of the Purchaser hereunder with respect to
                                            the Transferee Securities, and references herein to the “Purchaser”
                                            shall be deemed to refer to and include any such Transferee with respect to such Transferee
                                            and to its Transferee Securities; provided, that any representations, warranties, covenants
                                            and agreements of the Purchaser and any such Transferee shall be several and not joint and
                                            shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only;
                                            and



 


		(ii)	upon
                                            a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward
                                            Purchase Units to be purchased by the Purchaser hereunder shall be reduced by the total number
                                            of Forward Purchase Units to be purchased by the applicable Transferee pursuant to the applicable
                                            Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending
                                            Schedule A to this Agreement to reflect each transfer and updating the “Number
                                            of Forward Purchase Units” and “Aggregate Purchase Price for Forward
                                            Purchase Units” on the Purchaser’s signature page hereto to reflect such
                                            reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally
                                            released from its obligation to purchase such Transferee Securities hereunder. For the avoidance
                                            of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A
                                            and the Purchaser’s signature page hereto need be so amended and updated and executed
                                            by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee
                                            Securities.



 


		5.	Additional
                                            Agreements, Acknowledgements and Waivers of the Purchaser.



 


		(a)	Trust
                                            Account.



 


		(i)	The
                                            Purchaser hereby acknowledges that it is aware that the Company will establish the Trust
                                            Account for the benefit of its public shareholders upon the IPO Closing. The Purchaser, for
                                            itself and its affiliates, hereby agrees that it has no right, title, interest or claim of
                                            any kind in or to any monies held in the Trust Account, or any other asset of the Company
                                            as a result of any liquidation of the Company, except for redemption and liquidation rights,
                                            if any, the Purchaser may have in respect of any Public Shares held by it.



 


		(ii)	The
                                            Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest
                                            or claim of any kind (“Claim”) to, or to any monies in, the Trust
                                            Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
                                            that it may have now or in the future, except for redemption and liquidation rights, if any,
                                            the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser
                                            has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim
                                            solely against the Company and its assets outside the Trust Account and not against the property
                                            or any monies in the Trust Account, except for redemption and liquidation rights, if any,
                                            the Purchaser may have in respect of any Public Shares held by it.



 




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		6.	NYSE
                                            Listing. The Company will use commercially reasonable efforts to effect the listing
                                            of the Class A Shares and Public Warrants on the New York Stock Exchange (“NYSE”)
                                            (or another national securities exchange) at the time of the Business Combination Closing.



 


		7.	Forward
                                            Closing Conditions.



 


		(a)	The
                                            obligation of the Purchaser to purchase the Forward Purchase Units at the Forward Closing
                                            under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing
                                            of each of the following conditions, any of which, to the extent permitted by applicable
                                            laws, may be waived by the Purchaser:



 


		(i)	The
                                            Business Combination shall be consummated substantially concurrently with the purchase of
                                            the Forward Purchase Units;



 


		(ii)	The
                                            Purchaser and any applicable Transferee shall have obtained the approval of its board of
                                            directors, board of managers, members, investment committee or other governing body to consummate
                                            the purchase of the Forward Purchase Units hereunder as contemplated by Section 1(a)(iii)
                                            hereof;



 


		(iii)	The
                                            Company shall have delivered to the Purchaser a certificate evidencing the Company’s
                                            good standing as a Cayman Islands exempted company;



 


		(iv)	The
                                            representations and warranties of the Company set forth in Section 3 of this
                                            Agreement shall have been true and correct as of the date hereof and shall be true and correct
                                            as of the Forward Closing Date, as applicable, with the same effect as though such representations
                                            and warranties had been made on and as of such date (other than any such representation or
                                            warranty that is made by its terms as of a specified date, which shall be true and correct
                                            as of such specified date), except where the failure to be so true and correct would not
                                            have a material adverse effect on the Company or its ability to consummate the transactions
                                            contemplated by this Agreement;



 


		(v)	The
                                            Company shall have performed, satisfied and complied in all material respects with the covenants,
                                            agreements and conditions required by this Agreement to be performed, satisfied or complied
                                            with by the Company at or prior to the Forward Closing; and



 


		(vi)	No
                                            order, writ, judgment, injunction, decree, determination, or award shall have been entered
                                            by or with any governmental, regulatory, or administrative authority or any court, tribunal,
                                            or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect,
                                            preventing the purchase by the Purchaser of the Forward Purchase Units.



 


		(b)	The
                                            obligation of the Company to sell the Forward Purchase Units at the Forward Closing under
                                            this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of
                                            each of the following conditions, any of which, to the extent permitted by applicable laws,
                                            may be waived by the Company:



 


		(i)	The
                                            Business Combination shall be consummated substantially concurrently with the purchase of
                                            Forward Purchase Units;



 


		(ii)	The
                                            representations and warranties of the Purchaser set forth in Section 2 of this
                                            Agreement shall have been true and correct as of the date hereof and shall be true and correct
                                            as of the Forward Closing Date, as applicable, with the same effect as though such representations
                                            and warranties had been made on and as of such date (other than any such representation or
                                            warranty that is made by its terms as of a specified date, which shall be true and correct
                                            as of such specified date), except where the failure to be so true and correct would not
                                            have a material adverse effect on the Purchaser or its ability to consummate the transactions
                                            contemplated by this Agreement;



 




    	 	8	 



     


    


 


		(iii)	The
                                            Purchaser shall have performed, satisfied and complied in all material respects with the
                                            covenants, agreements and conditions required by this Agreement to be performed, satisfied
                                            or complied with by the Purchaser at or prior to the Forward Closing; and



 


		(iv)	No
                                            order, writ, judgment, injunction, decree, determination, or award shall have been entered
                                            by or with any governmental, regulatory, or administrative authority or any court, tribunal,
                                            or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect,
                                            preventing the purchase by the Purchaser of the Forward Purchase Units.



 


		8.	Termination.
                                            This Agreement may be terminated at any time prior to the Forward Closing:



 


		(a)	by
                                            mutual written consent of the Company and the Purchaser;



 


		(b)	automatically



 


		(i)	if
                                            the IPO is not consummated on or prior to twelve months from the date of this Agreement;
                                            or



 


		(ii)	if
                                            the Business Combination is not consummated within 18 months (or up to 24 months if the Sponsor
                                            exercises its extension options, as described in the Company’s Charter) from the closing
                                            of the IPO, or such later date as may be approved by the Company’s shareholders.



 


In
the event of any termination of this Agreement pursuant to this Section 8, the Forward Purchase Price (and interest thereon,
if any), if previously paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser,
and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser
or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations
of each party shall cease; provided, however, that nothing contained in this Section 8 shall relieve either
party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties,
covenants or agreements contained in this Agreement.


 


		9.	General
                                            Provisions.



 


		(a)	Notices.
                                            All notices and other communications given or made pursuant to this Agreement shall be in
                                            writing and shall be deemed effectively given upon the earlier of actual receipt, or (i)
                                            personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail
                                            or facsimile (if any) during normal business hours of the recipient, and if not sent during
                                            normal business hours, then on the recipient’s next Business Day, (iii) five (5) Business
                                            Days after having been sent by registered or certified mail, return receipt requested, postage
                                            prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight
                                            courier, freight prepaid, specifying next Business Day delivery, with written verification
                                            of receipt. All communications sent to the Company shall be sent to: c/o Rigel Resource Acquisition
                                            Corp., 7 Bryant Park, 1045 Avenue of the Americas, Floor 25, New York, NY 10018, email: lnissan@orionrp.com,
                                            with a copy to the Company’s counsel at: Gregg A. Noel, Esq., Skadden, Arps, Slate,
                                            Meagher & Flom LLP, 525 University Avenue, Suite 1400, Palo Alto, CA 94310, email: Gregg.Noel@skadden.com.



 


All
communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such
e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).


 




    	 	9	 



     


    


 


		(b)	No
                                            Finder’s Fees. Each party represents that it neither is nor will be obligated for
                                            any finder’s fee or commission in connection with this transaction. The Purchaser agrees
                                            to indemnify and to hold harmless the Company from any liability for any commission or compensation
                                            in the nature of a finder’s or broker’s fee arising out of this transaction (and
                                            the costs and expenses of defending against such liability or asserted liability) for which
                                            the Purchaser or any of its officers, employees or representatives is responsible. The Company
                                            agrees to indemnify and hold harmless the Purchaser from any liability for any commission
                                            or compensation in the nature of a finder’s or broker’s fee arising out of this
                                            transaction (and the costs and expenses of defending against such liability or asserted liability)
                                            for which the Company or any of its officers, employees or representatives is responsible.



 


		(c)	Survival
                                            of Representations and Warranties. All of the representations and warranties contained
                                            herein shall survive the Forward Closing.



 


		(d)	Entire
                                            Agreement. This Agreement, together with any documents, instruments and writings that
                                            are delivered pursuant hereto or referenced herein, constitutes the entire agreement and
                                            understanding of the parties hereto in respect of its subject matter and supersedes all prior
                                            understandings, agreements, or representations by or among the parties hereto, written or
                                            oral, to the extent they relate in any way to the subject matter hereof or the transactions
                                            contemplated hereby.



 


		(e)	Successors.
                                            All of the terms, agreements, covenants, representations, warranties, and conditions of this
                                            Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties
                                            hereto and their respective successors. Nothing in this Agreement, express or implied, is
                                            intended to confer upon any party other than the parties hereto or their respective successors
                                            and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement,
                                            except as expressly provided in this Agreement.



 


		(f)	Assignments.
                                            Except as otherwise specifically provided herein, no party hereto may assign either this
                                            Agreement or any of its rights, interests, or obligations hereunder without the prior written
                                            approval of the other party.



 


		(g)	Counterparts.
                                            This Agreement may be executed in two or more counterparts, each of which will be deemed
                                            an original but all of which together will constitute one and the same instrument.



 


		(h)	Headings.
                                            The section headings contained in this Agreement are inserted for convenience only and will
                                            not affect in any way the meaning or interpretation of this Agreement.



 


		(i)	Governing
                                            Law. This Agreement, the entire relationship of the parties hereto, and any dispute between
                                            the parties (whether grounded in contract, tort, statute, law or equity) shall be governed
                                            by, construed in accordance with, and interpreted pursuant to the laws of the State of New
                                            York, without giving effect to its choice of laws principles.



 


		(j)	Jurisdiction.
                                            The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the
                                            state courts of New York and to the jurisdiction of the United States District Court for
                                            the Southern District of New York for the purpose of any suit, action or other proceeding
                                            arising out of or based upon this Agreement, (ii) agree not to commence any suit, action
                                            or other proceeding arising out of or based upon this Agreement except in state courts of
                                            New York or the United States District Court for the Southern District of New York, and (iii)
                                            hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any
                                            such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction
                                            of the above-named courts, that its property is exempt or immune from attachment or execution,
                                            that the suit, action or proceeding is brought in an inconvenient forum, that the venue of
                                            the suit, action or proceeding is improper or that this Agreement or the subject matter hereof
                                            may not be enforced in or by such court.



 


		(k)	WAIVER
                                            OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION
                                            WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.



 




    	 	10	 



     


    


 


		(l)	Amendments.
                                            This Agreement may not be amended, modified or waived as to any particular provision except
                                            with the prior written consent of the Company and the Purchaser.



 


		(m)	Severability.
                                            The provisions of this Agreement will be deemed severable and the invalidity or unenforceability
                                            of any provision will not affect the validity or enforceability of the other provisions hereof;
                                            provided, that if any provision of this Agreement, as applied to any party hereto or to any
                                            circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be
                                            enforceable in accordance with its terms, the parties hereto agree that the governmental
                                            authority, arbitrator, or mediator making such determination will have the power to modify
                                            the provision in a manner consistent with its objectives such that it is enforceable, and/or
                                            to delete specific words or phrases, and in its reduced form, such provision will then be
                                            enforceable and will be enforced.



 


		(n)	Expenses.
                                            Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection
                                            with the preparation, execution and performance of this Agreement and the consummation of
                                            the transactions contemplated hereby, including all fees and expenses of agents, representatives,
                                            financial advisors, legal counsel and accountants. The Company shall be responsible for the
                                            fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees
                                            associated with the issuance of the Forward Purchase Securities and the securities issuable
                                            upon conversion or exercise of the Forward Purchase Securities.



 


		(o)	Construction.
                                            The parties hereto have participated jointly in the negotiation and drafting of this Agreement.
                                            If an ambiguity or question of intent or interpretation arises, this Agreement will be construed
                                            as if drafted jointly by the parties hereto and no presumption or burden of proof will arise
                                            favoring or disfavoring any party hereto because of the authorship of any provision of this
                                            Agreement. Any reference to any federal, state, local, or foreign law will be deemed also
                                            to refer to law as amended and all rules and regulations promulgated thereunder, unless the
                                            context requires otherwise. The words “include,” “includes,” and
                                            “including” will be deemed to be followed by “without limitation.”
                                            Pronouns in masculine, feminine, and neuter genders will be construed to include any other
                                            gender, and words in the singular form will be construed to include the plural and vice versa,
                                            unless the context otherwise requires. The words “this Agreement,” “herein,”
                                            “hereof,” “hereby,” “hereunder,” and words of similar
                                            import refer to this Agreement as a whole and not to any particular subdivision unless expressly
                                            so limited. The parties hereto intend that each representation, warranty, and covenant contained
                                            herein will have independent significance. If any party hereto has breached any representation,
                                            warranty, or covenant contained herein in any respect, the fact that there exists another
                                            representation, warranty or covenant relating to the same subject matter (regardless of the
                                            relative levels of specificity) which such party hereto has not breached will not detract
                                            from or mitigate the fact that such party hereto is in breach of the first representation,
                                            warranty, or covenant.



 


		(p)	Waiver.
                                            No waiver by any party hereto of any default, misrepresentation, or breach of warranty or
                                            covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent
                                            default, misrepresentation, or breach of warranty or covenant hereunder or affect in any
                                            way any rights arising because of any prior or subsequent occurrence.



 


		(q)	Specific
                                            Performance. The Purchaser agrees that irreparable damage may occur in the event any
                                            provision of this Agreement was not performed by the Purchaser in accordance with the terms
                                            hereof and that the Company shall be entitled to specific performance of the terms hereof,
                                            in addition to any other remedy at law or equity.



 


[Signature
Page Follows]


 




    	 	11	 



     


    


 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.


 





	 	PURCHASER:
	 	 	 
	 	ORION
    MINE FINANCE FUND III LP
	 	 	 
	 	By:	/s/
Oskar Lewnowski
	 	 	Name:	Oskar Lewnowski
	 	 	Title:	Chief Investment Officer


 





	 	Address
    for Notices:  	7 Bryant Park
	 	 	1045 Avenue of the Americas, Floor 25
	 		New York, NY 10018





 




	 	COMPANY:
	 	 	 
	 	RIGEL
    RESOURCE ACQUISITION CORP.
	 	 	 
	 	By:	/s/
Jonathan Lamb
	 	 	Name:	Jonathan Lamb
	 	 	Title:	Chief Executive Officer









 


 





[Signature Page to Forward Purchase Agreement]

 







     

     


    


 


TO
BE EXECUTED UPON ANY ASSIGNMENT AND/OR REVISION IN ACCORDANCE WITH THIS AGREEMENT TO “NUMBER OF FORWARD PURCHASE UNITS” AND
“AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASE UNITS” SET FORTH BELOW


 


	Number
of Forward Purchase Units:
	 
	Aggregate
    Purchase Price for Forward Purchase Units:	$


 


Number
of Forward Purchase Units and Aggregate Purchase Price for Forward Purchase Units as of , 202[     ], accepted and agreed to as of this day
of , 202[     ].


 





	 	[                       ]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	RIGEL
    RESOURCE ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 




     

     


    


 


SCHEDULE
A


 


SCHEDULE
OF TRANSFERS OF FORWARD PURCHASE UNITS


 


The
following transfers of a portion of the original number of Forward Purchase Units have been made:


 





	 
Date of Transfer
 
	 	Transferee	 	 	Number of Forward Purchase Units Transferred	 	 	Purchaser Revised Forward Purchase Units Amount	 
		 	 	        	 	 	 	        	 	 	 	       	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 







    	 	A-1	 



     


    


 


TO
BE EXECUTED UPON ANY ASSIGNMENT OR FINAL DETERMINATION OF FORWARD PURCHASE UNITS:


 


Schedule A
as of , 202[     ], accepted and agreed to as of this day of , 202[      ] by:


 





	 	[                       ]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	RIGEL
    RESOURCE ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 






    	 	A-2