/NOT FOR DISSEMINATION IN THE UNITED STATES/
DENVER, June 12, 2012 /CNW/ - Resource Capital Fund V L.P. ("RCF") is pleased to announce that it has completed a subsequent $6,000,000 investment in First Bauxite Corporation (the "Company"). RCF has acquired 11,320,755 Units (each a "Unit") pursuant to a private placement by the Company at a price of $0.53 per Unit. Each Unit consists of one common share and one half of a common share purchase warrant (each a "Warrant"). Each whole Warrant entitles the holder to purchase one common share in the capital of the Company at a price of $0.75 per common share for a period of three years following the closing date. RCF will also receive a fee equal to 3.5% of the subscription price paid by RCF, which fee is payable pursuant to a note purchase agreement between the Company and RCF dated December 31, 2010. RCF has elected to take its fee in the form of securities, and will acquire 396,227 Units, comprised of 396,227 common shares and 198,113 Warrants. Assuming full exercise of the Warrants issued by the Company in connection with this private placement, the Units represent an approximate 21% interest in the Company's common shares.
After giving effect to the subscription and including the 1,807,229 common shares previously purchased by RCF, assuming full exercise of the 903,614 common share purchase warrants previously held by RCF and assuming full conversion of the non-interest bearing convertible notes ("Notes") in the aggregate principal amount of $8,000,000, which Notes are convertible into common shares of the Company at a price of $0.83 per common share, and further assuming that no other convertible securities of the Company are converted or exchanged, RCF would hold 29,924,870 common shares of the Company, representing approximately 32% of the then outstanding common shares of the Company.
In addition, RCF holds an option to purchase additional Notes from the Company in the aggregate principal amount of US$20 million (the "Second Tranche Notes") which will be convertible into common shares of the Company based on the formula as described in the joint press release issued on January 20, 2011. As the number of common shares issuable to RCF is contingent, in part, upon future values and share prices, the number of shares that RCF could acquire should it purchase the Second Tranche Notes and exercise its conversion rights in full cannot be determined at this time. However, based on the current minimum conversion price, RCF would acquire a minimum of 16,612,903 additional shares (assuming a conversion price of CDN$1.24 and an exchange rate of US$1.00 equals CDN $1.03). Assuming full exercise or conversion of all securities held by RCF on this basis and that no other convertible securities of the Company were converted or exchanged, RCF would hold approximately 46,537,772 common shares of the Company, representing approximately 42% of the then outstanding common shares of the Company.
RCF purchased the securities for investment purposes and may or may not purchase or sell securities of the Company in the future on the open market or in private transactions, depending on market conditions and other factors.
For further information and to obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see the Company's profile on the SEDAR website www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Resource Capital Fund V L.P.
1400 Sixteenth Street, Suite 200,
Denver, CO, 80202
Telephone: (720) 946-1444