Timothy Keating

About Timothy Keating

Timothy Keating (age 51) is an independent director of Rigel Resource Acquisition Corp (RRACF). He is a founder and director of Tanjun Capital Limited and formerly Head of Mining Investment Private Equity at the Oman Investment Authority; prior roles include CEO of African Nickel Ltd., resource finance at Investec Bank Plc, and operations/engineering roles at Anglo American Base Metals Division. He holds a Mining Engineering degree from West Virginia University and commerce/legal degrees from the University of the Witwatersrand .

Past Roles

External Roles

Board Governance

• Board independence: The board determined Timothy Keating is independent under SEC and NYSE rules; RRACF has four independent directors and holds regular independent director sessions .
• Committee assignments: Member, Audit Committee (Chair: L. Peter O’Hagan; Keating is financially literate); Member, Compensation Committee (Chair: Christine Coignard); Member, Nominating & Corporate Governance Committee (Chair: Kelvin Dushnisky) .
• Board structure: Seven-member board; founders control director appointments until initial business combination per charter .
• Corporate opportunity and conflicts policy: Charter renounces corporate opportunities to directors/officers to the fullest extent permitted by law, acknowledging fiduciary duties across multiple entities and permitting pursuit of similar business lines; related-party transactions require Audit Committee approval .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Mining engineering and finance: Mining Engineering degree; commerce/legal degrees; experience across mining operations, project finance, corporate lending, and M&A finance .
• Investment leadership: Built and executed mining investment strategies at a sovereign wealth fund; advisory experience via Tanjun Capital .
• Sector breadth: Governance roles at Kenmare and Kore Potash; operational background at Anglo American .

Equity Ownership

Governance Assessment

• Alignment: Keating’s founder shares create upside only if a business combination closes; founder shares have waived liquidation rights, increasing incentive to consummate a deal even amid high redemptions—a typical SPAC dynamic that can pressure deal quality .
• Committee effectiveness: Keating sits on all three key committees (Audit, Compensation, Nominating), supporting board coverage across controls, pay, and director selection; chairs are other independents, which balances influence .
• Independence and sessions: Board deems him independent and holds independent sessions—positive governance practice; however, founders control director appointments prior to the business combination, which can diminish public shareholder influence .
• Related-party exposure and financing pressures:
  • Sponsor promissory notes outstanding (~$15.1–$15.9 million) and monthly administrative fee ($10,000) persist until business combination or liquidation—heightening sponsor incentives to close any deal; independent directors’ founder shares share that incentive .
  • Extension proposals approved with sponsor monthly trust contributions ($60,000 or $0.03/share in April; $55,000 or $0.02/share in July), alongside significant redemptions (6,369,522 shares), underscore ongoing liquidity and timeline pressures around closing the Blyvoor Gold transaction .
• Attendance: Not disclosed; cannot assess meeting participation or engagement from filings reviewed (no attendance metrics shown).

RED FLAGS

• Founder share grants (35,000) to independent directors with waived liquidation rights and lockups tie director economics to deal completion, potentially biasing decision-making .
• Corporate opportunity renunciation and multi-entity fiduciary duties may create conflicts in sourcing, evaluating, or allocating targets across mining-related entities .
• Sponsor financial structure (promissory notes, admin fees, extension loans) and ability to purchase Public Shares to influence redemption outcomes emphasize process engineering over investor alignment, potentially reducing float/liquidity post-close .

Related Party Transactions (context)

• Founder Shares: Transfers to independent directors (including Keating) at original cost; lockups as described; liquidation rights waived for Founder Shares by sponsor, directors, officers .
• Sponsor financial arrangements: Multiple extension and working capital promissory notes outstanding (aggregate outstanding principal approx. $15.1 million as of April 28, 2025; approx. $15.9 million as of July 28, 2025) that may be worthless if no business combination occurs .
• Administrative Services Agreement: Sponsor entitled to $10,000 per month for office/admin support until business combination or liquidation .

Notes on Say-on-Pay & Director Compensation Structure

• RRACF disclosed no cash compensation for directors to date (pre-business combination), and no director equity award program beyond sponsor-transferred Founder Shares for independent directors. No performance metric linkages (e.g., TSR/EBITDA targets) for director pay are disclosed .

Employment & Contracts (Director-specific)

• Start date/years of service, contracts (non-compete/non-solicit), severance, and clawback terms for directors are not disclosed in the filings reviewed .

Performance & Track Record (Director-specific)

• Stock performance during Keating’s tenure on RRACF’s board is not disclosed in governance sections; RRACF’s SPAC structure and high redemption context are disclosed around extension votes and trust balances .