DENVER, CO, Dec. 11, 2014 /CNW/ - Resource Capital Fund V L.P. ("RCF") is pleased to announce that it has entered into a loan facility with First Bauxite Corporation (the "Company") in the aggregate principal amount of US$4,000,000 pursuant to a note purchase agreement between RCF and the Company dated as of December 5, 2014 (the "Note Purchase Agreement"). Under the terms of the Note Purchase Agreement, the Company has issued to RCF a convertible note in the aggregate principal amount of US$4,000,000 (the "Note") bearing interest at 8% per annum, that is payable with the principal amount on January 19, 2016 (the "Maturity Date").
The principal amount of the Note is convertible into common shares of the Company, at the option of RCF, at any time prior to the Maturity Date at a deemed price of CAD$0.10 per share, while interest outstanding on the converted amount may, at RCF's election, be converted into common shares of the Company at the market price, being the 20 day volume weighted average trading price of the common shares on the TSX Venture Exchange (the "Market Price"), of such shares at the time of conversion. The share prices and values expressed above will be converted into the U.S. dollar equivalent using exchange rates applicable at the time of issuance of any shares.
RCF and its affiliates now hold an aggregate of approximately 45.5% (53,524,211 common shares) of the 117,563,172 outstanding common shares of the Company on an undiluted basis and approximately 64.1% on a partially diluted basis (assuming conversion of the full principal amount of the Note applying a Canadian-US dollar exchange rate of USD$1 = $1.1344, conversion of the convertible notes previously issued to RCF and the exercise of the warrants issued to RCF and its affiliates pursuant to the 2012 private placement with the Company).
RCF also holds an option to purchase additional notes from the Company in the aggregate principal amount of US$20,000,000 which will be convertible into common shares of the Company. As the number of common shares of the Company issuable to RCF is contingent, in part, upon future values, share prices, and exchange rates, the number of shares that RCF could acquire, should it purchase the additional notes and exercise its conversion rights in full and/or trigger payment of interest under the Note in shares, cannot be determined as at this time.
The Note Purchase Agreement contains other standard representations, warranties and covenants on the part of RCF and the Company common to such transactions.
The Note was acquired for investment purposes. RCF will evaluate its investment in the Company from time to time and may, based on such evaluation of market conditions and other circumstances, increase or decrease its shareholdings in the Company as circumstances require.
SOURCE: Resource Capital Fund V L.P.
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 the Company'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) 946-1450, Attn: Catherine J. Boggs