Resource Capital Funds increase First Bauxite stakes to 90.7%

CPE Media News – pcJournal (10/19/2018) – Denver based RCF Management LLC has acquired 430,296,402 common shares of First Bauxite Corporation (TSX-V:FBX) to hold 496,948,597 common shares or approximately 90.71% of the outstanding common shares.

The share acquisition was the result of the conversion of principal amounts of US $19.42 million and CDN $17.85 million convertible notes held by Resource Capital Fund V L.P. and Resource Capital Fund VI L.P.

New Orleans, Louisiana based First Bauxite Corporation is a Canadian natural resources company engaged in the exploration and development of bauxite deposits in Guyana, South America. The Company intends to produce and sell bauxite raw ore from its facility in Guyana and intends to produce sintered refractory products and ceramic proppants for
the refractory and energy industries in the future.

photo credit: First Bauxite

News Release

Resource Capital Fund V L.P. and Resource Capital Fund VI L.P. Acquire Shares of First Bauxite Corporation pursuant to Convertible Notes

October 18, 2018, Denver, Colorado. Resource Capital Fund V L.P. (“RCF V”) and Resource Capital Fund VI L.P. (“RCF VI”) report that they have acquired in aggregate 430,296,402 common shares of First Bauxite Corporation (the “Conversion Shares”) pursuant to the conversion of convertible notes. RCF V and RCF VI are the holders of convertible notes issued by First Bauxite. RCF V is the holder of convertible notes with principal amounts of C$8,000,000 and US$4,422,861, each of which had a replacement note issued on March 8, 2016 (the “RCF V Notes”). RCF VI is the holder of convertible notes with principal amounts of US$4,000,000 issued October 30, 2015 and US$11,000,000 issued March 8, 2016 (the “RCF VI Notes”). Additionally, RCF VI was assigned convertible notes held by Pacific Road Resources Funds and is now the holder of those notes with principal amounts of two notes of C$977,897 each issued on March 8, 2016 and one note with a principal amount of C$7,892,107 issued February 23, 2017 (the “Pacific Road Notes” and together with the RCF V Notes and the RCF VI Notes, the “Convertible Notes”).

Pursuant to the Convertible Notes, RCF V and RCF VI, as applicable, may convert amounts outstanding under the Convertible Notes into common shares of First Bauxite (“Common Shares”). Common Shares received under the Convertible Notes are subject to a hold period not to exceed a maximum of four months and one day. The Conversion Shares consist of:
• 137,342,392 Common Shares issued to RCF V in respect of conversion of C$8,000,000 and US$4,422,861 principal amounts owing to RCF V pursuant to the RCF V Notes;
• 292,954,010 Common Shares issued to RCF VI in respect of conversion of US$15,000,000 principal amount owing to RCF VI pursuant to the RCF VI Notes and the conversion of C$9,847,901 pursuant to the Pacific Road Notes; and

The principal amounts of the Convertible Notes were converted into Common Shares at a conversion price of C$0.10 per Common Share. All of the amounts owing under the Convertible Notes expressed in U.S. dollars were converted into Canadian dollars according to the prevailing exchange rate on October 8, 2018.

RCF V and RCF VI (collectively, “RCF”) are under common management by RCF Management LLC. Immediately prior to receiving the Conversion Shares, RCF (together with RCF Management LLC) collectively owned and controlled 66,652,195 Common Shares representing approximately 56.69% of the outstanding Common Shares.

Including the Conversion Shares, RCF (together with RCF Management LLC) now collectively owns and controls 496,948,597 Common Shares representing approximately 90.71% of the outstanding Common Shares.

The Conversion Shares were issued from treasury by First Bauxite on October 18, 2018, and such shares will be listed on the TSX-Venture Exchange subject to a hold period not to exceed a maximum of four months and one day.

For further information and to obtain a copy of the revised early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see First Bauxite’s profile on the SEDAR website www.sedar.com or contact:

Resource Capital Fund V L.P.
1400 Sixteenth Street, Suite 200
Denver, CO, 80202
Telephone: (720) 946-1444
Attn: Molly Campbell

Resource Capital Fund VI L.P
1400 Sixteenth Street, Suite 200Denver, CO, 80202
Telephone: (720) 946-1444
Attn: Molly Campbell

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