Oskar Lewnowski
About Oskar Lewnowski
Oskar Lewnowski (age 59) is Chairman of the Board of Directors of Rigel Resource Acquisition Corp (RRACF). He founded Orion Resource Partners and previously was a founding partner of the Red Kite Group; earlier roles include Director of Corporate Development at Varomet Ltd., Vice President at Credit Suisse First Boston (London), and trading/M&A roles at Deutsche Bank. He holds a BS/BA from Georgetown University and an MBA from NYU Stern . As Chairman, he is not classified as an “independent director” under NYSE/SEC rules; RRACF identifies independent directors as Christine Coignard, Kelvin Dushnisky, L. Peter O’Hagan, and Timothy Keating .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orion Resource Partners | Founder & Chief Investment Officer | Not disclosed | Leads metals/mining private investments; sector expertise |
| Red Kite Group | Founding partner (mine finance) | Not disclosed | Expanded to bridge/construction/acquisition finance for mining companies |
| Varomet Ltd. | Director, Corporate Development | Not disclosed | 7 acquisitions/divestitures totaling >$130M; operations with >$1B annual revenues |
| Credit Suisse First Boston (London) | Vice President | Not disclosed | Prepared growth companies for public distribution |
| Deutsche Bank (NY & Frankfurt) | Trading and M&A roles | Until 1993 | Founding member, Deutsche Capital Markets Division |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Orion Resource Partners | Founder & CIO | Not disclosed | Not a public company board; fiduciary duties noted |
No public company directorships for Lewnowski outside RRACF are disclosed in RRACF filings reviewed .
Board Governance
- Board composition: Seven members; Chairman Lewnowski plus CEO Jonathan Lamb, President Nathanael Abebe, and four independent directors (Coignard, Dushnisky, O’Hagan, Keating) .
- Committee structure: Three standing committees, each solely independent members:
- Audit Committee: O’Hagan (Chair), Coignard, Keating, Dushnisky; O’Hagan is the audit committee financial expert .
- Compensation Committee: Coignard (Chair), Dushnisky, O’Hagan, Keating .
- Nominating & Corporate Governance Committee: Dushnisky (Chair), Coignard, O’Hagan, Keating .
- Independence sessions: Independent directors have regularly scheduled meetings without management present .
- Attendance rate: Not disclosed in 10-K/DEF 14A filings reviewed .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Director cash compensation | $0 | “None of our directors or officers have received any cash compensation” |
| Administrative support fee (paid by RRACF to Sponsor/affiliate) | $10,000 per month | Not paid to Lewnowski personally; paid to Sponsor or affiliate for services |
Performance Compensation
| Instrument | Grant details | Performance metrics | Vesting schedule |
|---|---|---|---|
| Equity awards to directors/officers | None disclosed | None | None |
Founder Shares allocations to certain directors occurred via Sponsor transfers (see Equity Ownership); no RSUs/PSUs/options or performance metrics disclosed for directors .
Other Directorships & Interlocks
| Individual | External Board(s) | Role | Potential Interlock Risk |
|---|---|---|---|
| Oskar Lewnowski | Not disclosed | — | Sponsor/Orion control may align incentives toward deal completion |
| Christine Coignard | Eramet SA; Ecora Resources PLC | Independent Director; committee service | Sector overlap in metals/mining |
| Kelvin Dushnisky | Lithium Americas Corp; Doman Building Materials Group | Director | Sector overlap (mining/building materials) |
| L. Peter O’Hagan | IAMGOLD; Triple Flag Precious Metals | Director | Sector overlap (mining/streaming) |
RRACF’s charter renounces corporate opportunities to directors/officers to the fullest extent permitted by law, explicitly acknowledging overlapping duties with other entities .
Expertise & Qualifications
- Core credentials: Mining/metals finance, offtake structuring, private equity and hedge funds in metals; M&A execution and operations leadership .
- Education: BS/BA Georgetown; MBA NYU Stern .
- Board qualifications: Sector expertise cited as rationale for serving as Chairman .
Equity Ownership
| Metric | Apr 25, 2025 | Jul 28, 2025 |
|---|---|---|
| Ordinary shares outstanding (total) | 14,629,558 | 10,140,370 |
| Class B Founder Shares owned by Sponsor | 5,905,000; 78.73% of Class B | 5,905,000; 78.73% of Class B |
| Class B Founder Shares beneficially owned by Oskar Lewnowski | 7,075,000; 94.33% of Class B | 7,075,000; 94.33% of Class B |
| Directors/officers as a group (Class B) | 7,500,000; 100.0% of Class B | 7,500,000; 100.0% of Class B |
- Beneficial ownership mechanics: Sponsor (Rigel Resource Acquisition Holding LLC) is the record holder; sole member is Orion Mine Finance Fund III, LP; Orion Mine Finance GP III LP’s general partner is a limited liability company where Lewnowski is indirectly the sole voting member, giving him investment and voting control of Sponsor-held shares; Orion Mine Finance GP III LP also directly holds 1,170,000 Founder Shares .
- Lock-ups and waivers: Initial shareholders (including directors/officers) waived redemption rights on Founder Shares and Public Shares; founder shares subject to transfer restrictions and price-based release conditions post-business combination; Sponsor warrants transfer restricted until 30 days after combination .
Founder Share Transfers to Directors (alignment details):
| Recipient | Shares | Date/Notes |
|---|---|---|
| Christine Coignard (entity) | 35,000 (Jul 13, 2021); 17,500 (Oct 16, 2021) | At original purchase price |
| Kelvin Dushnisky | 35,000 (Jul 13, 2021); 12,500 (Oct 16, 2021) | At original purchase price |
| L. Peter O’Hagan | 35,000 (Jul 13, 2021); 100,000 (Oct 16, 2021) | At original purchase price |
| Timothy Keating | 35,000 (Jul 13, 2021) | At original purchase price |
| Nathanael Abebe | 135,000 (Jul 13, 2021); 20,000 (Oct 16, 2021) | At original purchase price |
Governance Assessment
- Independence and role: Lewnowski is RRACF’s Chairman and is not among the board’s independent directors; the independent committees are chaired and staffed exclusively by independent directors (O’Hagan, Coignard, Dushnisky, Keating) . This structure mitigates—but does not eliminate—sponsor influence at the committee level.
- Sponsor control and incentives: Lewnowski indirectly controls the Sponsor and Class B Founder shares; Founder Shares and Private Placement Warrants become worthless if no business combination occurs, creating time-bound incentives to consummate a deal, which may conflict with public shareholder interests .
- Corporate opportunity renunciation and overlapping fiduciary duties: RRACF’s charter allows directors/officers to engage in similar businesses and renounces corporate opportunities, acknowledging that business combinations may be presented first to other Orion-affiliated or director-affiliated entities; fairness opinions are required if an affiliated deal is pursued, but conflicts persist as a structural feature of the SPAC model .
- Ability to purchase Public Shares around extensions: Sponsor/directors/officers/affiliates may buy Public Shares at the trust-based redemption price and cannot vote those shares for the extension; these purchases can affect float and listing, and potentially influence the likelihood of extension approval—another area where Sponsor incentives can impact outcomes .
- Compensation transparency and alignment: No cash compensation to directors/officers and founder share transfers at nominal cost drive alignment toward completing a transaction; absence of disclosed RSUs/PSUs/options or performance metrics reduces traditional pay-for-performance signaling, relying instead on sponsor economics .
- Key-person reliance: RRACF highlights dependence on Lewnowski and other key personnel pre-combination without employment agreements or key-man insurance, elevating execution risk if availability changes .
Red Flags
- Sponsor-controlled economics (Founder Shares and warrants expiring worthless if no deal), combined with corporate opportunity renunciation, can bias deal selection and timing toward Sponsor interests rather than public shareholders .
- High concentration of Class B voting control via Sponsor and Lewnowski’s indirect voting control may reduce effective public shareholder influence pre-business combination .
- Potential for purchasing Public Shares at trust value near extensions can reduce float and affect market dynamics, introducing perceived process manipulation risk even with voting limitations on those shares .
Neutral/Mitigating Factors
- Independent-only committee membership and designated chairs (Audit, Compensation, Nominating/CG) provide procedural safeguards for oversight and related-party transaction review .
- Commitment to obtain independent fairness opinions for affiliated combinations helps address valuation fairness risks .
Items Not Disclosed
- Meeting attendance rates; director-specific equity grant details (RSUs/PSUs/options); clawback policies; hedging/pledging; say-on-pay outcomes; director meeting fees; severance/change-of-control terms for directors .