Exhibit
10.5


 


Rigel
Resource Acquisition Corp.


 


7
Bryant Park


 


1045
Avenue of the Americas, Floor 25


 


New
York, NY 10018


 


May
6, 2021


 


Rigel
Resource Acquisition Holding LLC


7
Bryant Park


1045
Avenue of the Americas, Floor 25


New
York, NY 10018


 


		RE:	Securities
Subscription Agreement



 


Ladies
and Gentlemen:


 


Rigel
Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Rigel
Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”),
has made to purchase 7,187,500 shares of the Company’s Class B ordinary shares (the “Shares”), par value US$0.0001
per share (“Class B Shares”), up to 937,500 of which are subject to complete or partial forfeiture by you if the underwriters
of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option
(the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references
to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, par
value US$0.0001 per share (“Class A Shares”). Pursuant to the Company’s memorandum and articles of association,
as amended to the date hereof (the “Charter”), Class B Shares will automatically convert into Class A Shares on a
one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Charter. Unless the context otherwise requires,
as used herein “Securities” shall refer to the Shares and shall be deemed to include any Class A Shares issued
upon conversion of the Shares. The terms on which the Company is willing to issue the Shares to the Subscriber, and the Company and the
Subscriber’s agreements regarding such Shares, are as follows:


 


 


1.
Subscription of Shares.


 


For
the sum of US$25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby
sells and issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to the forfeiture
provisions of Section 3, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s
execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s
name representing the Shares (the “Original Certificate”), or effect such delivery in book-entry form.


 




     

     


    

 


2.
Representations, Warranties and Agreements.


 


2.1
Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Securities to the Subscriber,
the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1 No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the offering of the Securities.


 


2.1.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii)
any agreement, indenture or instrument to which the Subscriber is a party, (iii) any law, statute, rule or regulation to which the Subscriber
is subject or (iv) any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.1.3 Incorporation
and Authority. The Subscriber is a Cayman Islands limited liability company, validly existing and in good standing under the laws
of the Cayman Islands and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the
Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4 Experience,
Financial Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks
and benefits of the investment in the Securities and (ii) able to bear the economic risk of its investment in the Securities for an indefinite
period of time because the Securities have not been registered under the Securities Act (as defined below) and therefore cannot be sold
unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable
of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The Subscriber
must bear the economic risk of this investment until the Securities are sold pursuant to: (x) an effective registration statement under
the Securities Act or (y) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic
risks of an investment in the Securities and to afford a complete loss of the Subscriber’s investment in the Securities.


 


2.1.5 Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask
questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all
information so obtained. In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own
knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the
information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information
or to make any representations which were not furnished pursuant to this Section 2 and the Subscriber has not relied on any other representations
or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 




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2.1.6
Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges
the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors”
within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.


 


2.1.7 Investment
Purposes. The Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s own account and
not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber
did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502 under the Securities Act.


 


2.1.8 Restrictions
on Transfer; Shell Company. The Subscriber understands the Securities are being offered in a transaction not involving a public offering
within the meaning of the Securities Act. The Subscriber understands the Securities will be “restricted securities” within
the meaning of Rule 144(a)(3) under the Securities Act and the Subscriber understands that the certificates or book-entries representing
the Securities will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge
or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only pursuant to: (i)
registration under the Securities Act, or (ii) an available exemption from registration. The Subscriber agrees that if any transfer of
its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may, at
the Company’s option, be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration
or an exemption, the Subscriber agrees not to resell the Securities. The Subscriber further acknowledges that because the Company is
a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until at least one year following consummation
of the initial business combination of the Company (which may not occur), despite technical compliance with the requirements of Rule
144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9 No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or appropriate
on the part of the Subscriber in connection with the transactions contemplated by this Agreement.


 






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2.2
Company’s Representations, Warranties and Agreements. To induce the Subscriber to subscribe for the Securities, the Company
hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1 Incorporation
and Corporate Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction in which
the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results
or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


2.2.2
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Charter of the Company, (ii) any agreement, indenture
or instrument to which the Company is a party, (iii) any law, statute, rule or regulation to which the Company is subject, or (iv) any
agreement, order, judgment or decree to which the Company is subject.


 


2.2.3 Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Charter, and registration in the
register of members of the Company, the Securities will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Charter, the Subscriber will have or receive good title to the Securities, free
and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements
to which the Securities may be subject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal
and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4 No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement
or (ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief in connection with
any transactions.


 


2.2.5 Authorization.
The Class A Shares issuable upon conversion of the Shares have been duly authorized and reserved for issuance upon such conversion.


 


3.
Forfeiture of Shares.


 


3.1
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the
IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall
automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to
exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 937,500 Shares and pro rata based
upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the aggregate number of
Shares owned by the Subscriber (and any such transferees) will equal 20% of the issued and outstanding Ordinary Shares immediately following
the IPO (not including Class A Shares issuable upon exercise of any warrants or underlying any units or warrants issued in a private
placement in connection with the IPO). Such forfeiture shall take effect as a surrender for no consideration as a matter of Cayman Islands
law, and shall occur upon the expiration of the Over-allotment Option.


 




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3.2
Termination of Rights as Shareholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time
the Subscriber (or its successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company
shall take such action as is appropriate to cancel such forfeited Shares.


 


3.3
Share Certificates. In the event an adjustment to the Original Certificates, if any, is required pursuant to this Section 3, then
the Subscriber shall return such Original Certificates to the Company or its designated agent as soon as practicable upon its receipt
of notice from the Company advising the Subscriber of such adjustment, following which a new certificate (the “New Certificate”),
if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber. The New Certificate, if any,
shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated securities held by the Subscriber
shall be made in book-entry form or the register of members of the Company (as applicable).


 


4.
Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the
Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust
account which will be established for the benefit of the Company’s public shareholders and into which substantially all of the
proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the
Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases
securities in the IPO or in the aftermarket, any Class A Shares so purchased shall be eligible to receive any liquidating distributions
by the Company. However, in no event will the Subscriber have the right to redeem any Ordinary Shares held by it into funds held in the
Trust Account upon the successful completion of an initial business combination. For the avoidance of doubt, the foregoing shall not
restrict the right of any affiliate of the Subscriber to redeem any Class A Shares purchased in the IPO or aftermarket by such affiliate
of the Subscriber.


 


5.
Restrictions on Transfer.


 


5.1
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known
as an “Insider Letter”) dated on or prior to the closing of the IPO by and among the Subscriber, the Company and other
parties thereto, the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities
unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws
with respect to the Securities proposed to be transferred shall then be effective or (b) the Company has received, if requested by the
Company, an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction
is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and
with all applicable state securities laws.


 




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5.2
Lock-up. The Subscriber acknowledges that the Securities will be subject to lock-up provisions (the “Lock-up”)
contained in the Insider Letter. Pursuant to the Insider Letter, the Subscriber will agree (subject to certain customary exceptions)
not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities until the earliest to occur of:
(a) one year after the completion of the Company’s initial business combination, (b) if the last sale price of the Class A Shares
equals or exceeds US$12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial business combination and (c) the date on which the Company consummates a liquidation, merger, share exchange, reorganization
or other similar transaction after the Company’s initial business combination that results in all of the Company’s shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property.


 


5.3
Restrictive Legends. All certificates representing the Securities shall have endorsed thereon legends substantially as follows:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH,
IN THE OPINION OF COUNSEL (IF THE COMPANY SO REQUESTS), IS AVAILABLE.” 


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
DURING THE TERM OF THE LOCKUP.” 


 


5.4
Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary
dividend payable in a form other than Ordinary Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s outstanding Ordinary Shares without receipt of consideration, any new, substituted
or additional securities or other property which are by reason of such transaction distributed with respect to any Securities subject
to this Section 5 or into which such Securities thereby become convertible shall immediately be subject to this Section 5 and Section
3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Ordinary
Shares subject to this Section 5 and Section 3.


 


5.5
Registration Rights. The Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant
to a registration rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration Rights
Agreement”).


 


6.
Other Agreements.


 


6.1
Further Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Agreement.


 




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6.2
Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and
delivered (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax
number as may be designated in writing by such party, or (iii) by electronic mail, to the electronic mail address most recently provided
to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


6.3
Entire Agreement. This Agreement, together with that certain Insider Letter to be entered into between the Subscriber and the
Company and the Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement,
embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and
supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation,
warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or
restrict, the express terms and provisions of this Agreement.


 


6.4
Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement
executed by all parties hereto.


 


6.5
Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not
similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and
shall not constitute a continuing waiver or consent.


 


6.6
Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written
consent of the other party.


 


6.7
Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties
hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as
a third-party beneficiary of this Agreement.


 


6.8
Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and
governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state.


 




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6.9
Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof,
contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the
extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall
nevertheless remain in full force and effect.


 


6.10
No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of
such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or
discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver
of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement
shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without
such notice or demand.


 


6.11
Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or
in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of the parties.


 


6.12
No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create
any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission
or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of
such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13
Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference
only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14
Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 




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6.15
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.
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.


 


6.16
Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject
to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


6.17 Surrender
of Class B Ordinary Share. The Subscriber hereby surrenders to the Company for cancellation and for nil consideration one Class B
ordinary share of a par value US$0.0001 standing in its name in the register of members of the Company.


 


7.
Voting and Tender of Shares. The Subscriber agrees to vote the Shares in favor of an initial business combination that the Company
negotiates and submits for approval to the Company’s shareholders and shall not seek redemption with respect to any of the Shares
in connection with an initial business combination or any amendment to the Charter, as amended, prior to an initial business combination.
Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s shareholders
in connection with an initial business combination negotiated by the Company.


 


8.
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


[Signature
Page Follows]


 




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If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to
us.


 


	 	Very
    truly yours,
 
 RIGEL RESOURCE ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Oskar Lewnowski
	 	 	Name:	Oskar Lewnowski
	 	 	Title:	Director




 


	RIGEL RESOURCE ACQUISITION HOLDING LLC	 
	 	 
	By:	/s/ Oskar Lewnowski	 
	 	Name:	Oskar Lewnowski	 
	 	Title:	Authorized Signatory