Jonathan Lamb
About Jonathan Lamb
Jonathan Lamb is Chief Executive Officer and a director of Rigel Resource Acquisition Corp. (RRACF) and a Portfolio Manager at Orion Resource Partners, where he leads origination, structuring, diligence, negotiation, and monitoring for Orion’s metals and mining private equity business; he previously worked at Red Kite Group (Mine Finance) and Deutsche Bank’s Metals & Mining group. He holds a BA from the College of William & Mary in Government and Finance and is 40 years old . As CEO of a SPAC with no operating revenues, traditional operating performance metrics (TSR/revenue/EBITDA growth) are not applicable/disclosed; Lamb serves as principal executive and board signatory on SEC filings (e.g., 10-K, 10-Q, 8-Ks, Form 15) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orion Resource Partners | Portfolio Manager | — | Leads origination, structuring, diligence, negotiation and monitoring for metals/mining private equity; oversight of significant portfolio investments (e.g., Sweetwater Royalties, Victoria Gold) |
| Red Kite Group (Mine Finance) | Investment Manager | — | Mine finance investing experience prior to Orion |
| Deutsche Bank (Global Banking, Metals & Mining) | Analyst/Associate (Metals & Mining group) | — | Executed debt/equity financings and M&A across base/precious metals, coal, steel sectors |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Minera La Negra | Director | Current | Listed affiliation in conflicts table |
| Atalaya Mining Plc | Director | Former | Prior public company directorship |
| Lynx Resources Ltd. | Director | Former | Prior directorship |
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Base Salary | $0 | Company discloses no cash compensation paid to any officers or directors |
| Target/Actual Bonus | Not disclosed | No executive cash comp disclosed |
| Perquisites | Not disclosed | — |
| Admin/Support Fee (to Sponsor) | $10,000 per month | Paid by company to Sponsor (or affiliate) for admin/support services; not paid to Lamb personally |
Performance Compensation
| Incentive Type | Grant Date | Amount/Shares | Key Metrics/Targets | Vesting | Payout/Status |
|---|---|---|---|---|---|
| RSUs/PSUs | — | None disclosed | — | — | — |
| Stock Options | — | None disclosed | — | — | — |
| Other Equity/Bonus Plans | — | Post-deal TBD | Any post-Business Combination compensation to be determined by an independent compensation committee of the combined company |
Equity Ownership & Alignment
| Holder | Security | Amount | % Outstanding | As Of | Notes |
|---|---|---|---|---|---|
| Jonathan Lamb | Class A | — | — | Apr 25, 2025 | No beneficial holdings reported in proxy table |
| Jonathan Lamb | Class B (Founder) | — | — | Apr 25, 2025 | No beneficial holdings reported in proxy table |
| Jonathan Lamb | Class A | — | — | Jul 28, 2025 | No beneficial holdings reported in proxy table |
| All directors & officers (group of 8) | Class B (Founder) | 7,500,000 | 100.0% of Class B | Jul 28, 2025 | Group total; Founder Shares convert 1:1 into Class A |
| Sponsor (Rigel Resource Acquisition Holding LLC) | Class B (Founder) | 5,905,000 | 78.73% of Class B | Jul 28, 2025 | Controlled by Oskar Lewnowski via Orion entities |
- Stock pledging/hedging: Not disclosed.
- Ownership guidelines/compliance: Not disclosed.
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreement | Not disclosed for Lamb; company states no cash compensation agreements in place pre-Business Combination |
| Severance/Termination Benefits | Company is not party to agreements with directors/officers that provide benefits upon termination |
| Change-of-Control | Not disclosed; post-Business Combination compensation to be set by independent compensation committee |
| Non-compete/Non-solicit/Garden Leave | Not disclosed |
| Post-termination Consulting | Not disclosed |
Board Governance
- Structure and Independence
- Board comprised of seven directors; independent directors designated: Christine Coignard, Kelvin Dushnisky, L. Peter O’Hagan, Timothy Keating .
- Lamb is CEO and a director (not designated independent) .
- Committees and Chairs (independent composition)
- Audit Committee: L. Peter O’Hagan (Chair), Christine Coignard, Tim Keating, Kelvin Dushnisky; all financially literate; O’Hagan is audit committee financial expert .
- Compensation Committee: Christine Coignard (Chair), Kelvin Dushnisky, L. Peter O’Hagan, Timothy Keating; charter empowers use of independent advisors .
- Nominating & Corporate Governance Committee: Established, independent membership (composition disclosed as independent committees) .
- Dual-role considerations
- Lamb holds dual roles (CEO and director) but is not Chair; Chairman is Oskar Lewnowski (Sponsor affiliate), which may concentrate influence; independent committees are in place .
- Corporate opportunity waiver and multiple affiliations: officers/directors (including Lamb at Orion) have renounced corporate opportunity to the fullest extent under Cayman law; conflicts table lists fiduciary duties to other entities .
Director Compensation (context for governance quality)
| Director | Cash Retainer | Equity/Founder Shares (transfers) | Notes |
|---|---|---|---|
| Independent Directors (initial transfers on 7/13/2021) | $0 | 35,000 each to Coignard, Dushnisky, O’Hagan, Keating | Transferred at original purchase price by Sponsor |
| Additional Transfers (10/16/2021) | $0 | 100,000 to O’Hagan; 17,500 to Coignard; 12,500 to Dushnisky | At original purchase price |
| Ongoing fees | — | — | Company pays $10,000/month to Sponsor for admin/support; no cash paid to directors/officers |
Related Party Transactions and Incentives
- Sponsor Promissory Notes and Working Capital
- Multiple extension and working capital loans from Sponsor/affiliates since 2022; outstanding principal approx. $15.9 million as of July 28, 2025; such notes may be worthless if no business combination is completed by the deadline, creating strong incentives to close a deal .
- Additional Promissory Note dated Sept 26, 2025: up to $5,500,000 for working capital, non-interest bearing, repayable at Business Combination/maturity; signed by Lamb .
- Sponsor Monthly Contributions tied to extension votes
- April 2025 Extension: Sponsor agreed to contribute the lesser of $60,000 or $0.03 per public share per month until Aug 9, 2025, if approved .
- July 2025 Extension: Sponsor agreed to contribute the lesser of $55,000 or $0.02 per public share per month until Nov 9, 2025, if approved .
- Control and Voting Concentration
- Initial shareholders beneficially own ~74% of outstanding Ordinary Shares and can elect all directors prior to completing an initial business combination; can effectively influence key outcomes .
- Administrative Services Agreement: $10,000/month paid to Sponsor or affiliate for services .
Performance & Track Record (execution risk/context)
- SPAC lifecycle status
- Shareholders approved Business Combination on Feb 28, 2025; significant redemptions (6,369,522 public shares) noted; extensions sought to complete closing .
- Form 15 filed Nov 13, 2025 to terminate registration/suspend reporting; signed by Lamb as CEO .
- Key signatory responsibilities
- Lamb serves as principal executive/certifying officer for 10-K/10-Q and signs 8-Ks and significant agreements .
Compensation Structure Analysis (alignment and risks)
- Pay-for-performance linkage: No cash salary/bonus and no disclosed equity awards for Lamb pre-Business Combination, so there is no disclosed formulaic performance linkage at RRACF-level; post-close compensation will be set by an independent committee of the combined company .
- Equity alignment: Lamb personally is not listed as a beneficial owner of Class A or Founder Shares in the proxy tables; alignment relies on Sponsor/founder economics at the group level rather than individual CEO ownership .
- Incentive to transact: Sponsor loans and Founder Shares would become worthless upon liquidation, creating strong incentives for management/Sponsor to consummate a deal; multiple extension loans and contribution commitments reinforce this incentive .
- Governance mitigants: Independent audit/compensation committees exist; compensation committee can retain independent advisors; independent directors designated and chair key committees .
Investment Implications
- Alignment: With no disclosed cash or equity compensation to Lamb pre-close and no personal founder stake reported, direct CEO-alignment is limited; economic incentives are concentrated at Sponsor/founder level and via related-party loans that are at risk if no deal closes .
- Retention/selling pressure: No vesting schedules or individual equity awards are disclosed for Lamb, suggesting minimal near-term selling pressure tied to executive vesting; however, any founder or Sponsor-held equity (not attributed to Lamb) could influence post-close float dynamics per lock-up terms not disclosed here .
- Governance risk: Concentrated control (initial shareholders ~74%) and corporate opportunity waivers increase conflict risk; independent committees and disclosed processes provide partial mitigation .
- Execution risk: Repeated extensions, substantial redemptions, reliance on Sponsor financing, and subsequent Form 15 deregistration underscore elevated execution risk associated with the SPAC lifecycle and completion of the business combination .