Exhibit 10.1


 


THIS CONVERTIBLE PROMISSORY NOTE (THIS
“NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES
INTO WHICH IT MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL REASONABLY
SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH
THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


RIGEL RESOURCE ACQUISITION CORP.

CONVERTIBLE PROMISSORY NOTE


 


	Principal
Amount: Up to $1,500,000	 	Dated
                                         as of May 18, 2022



(See
Schedule A)


 


FOR VALUE RECEIVED and subject to the terms
and conditions set forth herein, Rigel Resource Acquisition Corp., a Cayman Islands exempted company (“Maker”),
promises to pay to Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (“Payee”),
or order, the principal balance as set forth on Schedule A hereto in lawful money of the United States of America; which
schedule shall be updated from time to time by the parties hereto to reflect all advances and readvances outstanding under this
convertible promissory note (this “Note”); provided that at no time shall the aggregate of all advances and
readvances outstanding under this Note exceed One Million Five Hundred Thousand U.S. Dollars (U.S.$1,500,000). Any advance hereunder
shall be made by the Payee upon a request of Maker and shall be set forth on Schedule A. All payments on this Note shall
be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may
from time to time designate by written notice in accordance with the provisions of this Note.


 


1. Principal.
All unpaid principal under this Note shall be due and payable in full on the earlier of: (i) the date by which Maker has to
complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses (a “Business Combination”) pursuant to its Amended and Restated Memorandum and Articles of Association
(as may be amended from time to time), and (ii) the effective date of a Business Combination (such earlier date of (i) and (ii),
the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any
outstanding principal under this Note may be prepaid at any time by Maker, at its election and without penalty; provided, however,
that Payee shall have a right to first convert such principal balance pursuant to Section 6 below upon notice of such prepayment.
Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of Maker,
be obligated personally for any obligations or liabilities of Maker hereunder.


 


2. Drawdown
Requests. Maker and Payee agree that Maker may request, from time to time, up to One Million Five Hundred Thousand U.S. Dollars
(U.S.$1,500,000) in draw downs under this Note to be used for working capital purposes. The principal of this Note may be drawn
down from time to time prior to the Maturity Date upon request from Maker to Payee (each, a “Drawdown Request”).
Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand U.S. Dollars (U.S.
$10,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business days after
receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note
at any time may not exceed One Million Five Hundred Thousand U.S. Dollars (U.S.$1,500,000). No fees, payments or other amounts
shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.


 






     


     


    

 


3. Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


4. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 


5. Events
of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”):


 


(a) Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity Date.


 


(b) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of sixty (60) consecutive days.


 


6. Conversion


 


(a) Optional
Conversion. At the option of Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this Note (or
any portion thereof), up to One Million Five Hundred Thousand U.S. Dollars (U.S.$1,500,000) in the aggregate, may be converted
into whole warrants to purchase Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”),
of Maker at a conversion price (the “Conversion Price”) per warrant (“Warrants”) equal to
U.S.$1.00 per Warrant. If Payee elects such conversion, the terms of such Warrants issued in connection with such conversion shall
be identical to the warrants issued to Payee in the private placement (the “Private Placement Warrants”) pursuant
to that certain Private Placement Warrants Purchase Agreement, dated as of November 4, 2021, among Maker, Payee and the other
parties thereto, including that each Warrant will entitle the holder thereof to purchase one Class A Ordinary Share at a price
of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. Before this Note may be converted
under this Section 6(a), Payee shall surrender this Note, duly endorsed, at the office of Maker and shall state therein the
amount of the unpaid principal of this Note to be converted and the name or names in which the certificates for Warrants are to
be issued (or the book-entries to be made to reflect ownership of such Warrants with Maker’s transfer agent); provided
that such amount is no greater than One Million Five Hundred Thousand U.S. Dollars (U.S.$1,500,000). The conversion shall be deemed
to have been made immediately prior to the close of business on the date of the surrender of this Note and the person or persons
entitled to receive the Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such
Warrants as of such date. Each such newly-issued Warrant shall include a restrictive legend that contemplates the same restrictions
as the Private Placement Warrants. The Warrants and Class A Ordinary Shares issuable upon exercise of the Warrants shall constitute
“Registrable Securities” pursuant to that certain Registration Rights Agreement, dated as of November 4, 2021,
between Maker and Payee.


 


(b) Remaining
Principal. All accrued and unpaid principal of this Note that is not then converted into Warrants, shall continue to remain
outstanding and to be subject to the conditions of this Note.


 






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(c) Fractional
Warrants; Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Note. In lieu of any fractional
Warrants to Payee upon conversion of this Note, Maker shall pay to Payee an amount equal to the product obtained by multiplying
the Conversion Price by the fraction of a Warrant not issued pursuant to the previous sentence. Upon conversion of this Note in
full and the payment of any amounts specified in this Section 6(c), this Note shall be cancelled and void without further
action of Maker or Payee, and Maker shall be forever released from all its obligations and liabilities under this Note.


 


7. Remedies.


 


(a) Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon
the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all
other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any
action on the part of Payee.


 


8. Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and
Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


9. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


10. Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered
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.


 






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11. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK.


 


12. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


13. Trust
Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of
any kind (“Claim”) in or to any distribution of or from the trust account established in which proceeds of Maker’s
initial public offering (the “IPO”) (including the deferred underwriting discounts and commissions) and proceeds
of the sale of Private Placement Warrants were or will be deposited, as described in greater detail in the registration statement
on Form S-1 relating to the IPO filed by Maker with the Securities and Exchange Commission, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


14. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker
and Payee.


 


15. Successors
and Assigns. Subject to the restrictions on transfer in Sections 16 and 17 below, the rights and obligations of Maker
and Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party
hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment
without the required consent shall be void.


 


16. Transfer
of this Note or Securities Issuable on Conversion. With respect to any sale or other disposition of this Note or securities
into which this Note may be converted, Payee shall give written notice to Maker prior thereto, describing briefly the manner thereof,
together with (i) except for a Permitted Transfer (as defined below), in which case the requirements in this clause (i) shall not
apply, a written opinion (unless waived by Maker) reasonably satisfactory to Maker in form and substance from counsel reasonably
satisfactory to Maker to the effect that such sale or other distribution may be effected without registration or qualification
under any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory
to Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written
notice, reasonably satisfactory opinion (unless waived by Maker), or other evidence, and such written acknowledgement, Maker, as
promptly as practicable, shall notify Payee that Payee may sell or otherwise dispose of this Note or such securities, all in accordance
with the terms of the note delivered to Maker. If a determination has been made pursuant to this Section 16 that the opinion
of counsel for Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory
to Maker, Maker shall so notify Payee promptly after such determination has been made. Each Note thus transferred shall bear a
legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act of 1933, as amended
(the “Securities Act”), unless in the opinion of counsel for Maker such legend is not required in order to ensure
compliance with the Securities Act. Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions.
Subject to the foregoing, transfers of this Note shall be registered upon registration on the books maintained for such purpose
by or on behalf of Maker. Prior to presentation of this Note for registration of transfer, Maker shall treat the registered holder
hereof as the owner and holder of this Note for the purpose of receiving all payments of principal hereon and for all other purposes
whatsoever, whether or not this Note shall be overdue and Maker shall not be affected by notice to the contrary. For purposes hereof
“Permitted Transfer” shall have the same meaning as any transfer that would be permitted for the Private Placement
Warrants under the Letter Agreement, dated November 4, 2021, among Maker, Payee and the other parties thereto.


 






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17. Acknowledgment.
Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale
in connection with, any distribution thereof in violation of applicable securities laws. Payee understands that the acquisition
of this Note involves substantial risk. Payee has experience as an investor in securities of companies and acknowledges that it
is able to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting
its own interests in connection with this investment.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, Maker, intending
to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


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



 


	Acknowledged and agreed as of the day and year first above written.	 
	 	 	 	 
	RIGEL RESOURCE ACQUISITION HOLDING LLC	 
	 	 	 	 
	By:	/s/ Oskar Lewnowski	 
	 	Name:	Oskar Lewnowski	 
	 	Title:	Chief Investment Officer	 
	 	 	 
	 	For and on behalf of:

Orion Mine Finance Fund III LP

By its general partner

Orion Mine Finance GP III LP

By its general partner

Orion Mine Finance GP III LLC	 



 


[Signature Page
to Promissory Note]


 






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SCHEDULE A


 


Subject to the terms and conditions set
forth in the Note to which this schedule is attached to, the principal balance due under the Note shall be set forth in the table
below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.


 


	Date	Drawing	Interest
    Earned	Principal
    Balance
	May
20, 2022	U.S.$300,000	U.S.$0	U.S.$300,000
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 





    Sch. A-1