2009
First Bauxite Corporation
Private Placement
We acted as counsel to First Bauxite Corporation in connection with a two phase financing to fund a pre-feasibility study on its Bonasika Mining Licence in Guyana, and upon receipt of a positive pre-feasibility study, to fund development and construction of a mine and processing facilities for the high-alumina refractory grade bauxite deposits. Pursuant to a note purchase agreement with the Pacific Road Resources Funds, the Pacific Road Resources Funds purchased in the first phase of the financing $8 million aggregate principal amount of convertible notes, in two closings on June 26 and July 24, 2009. The notes are unsecured, bear no interest, and are convertible into common shares of the First Bauxite for a period of five years at a conversion price of $0.83. If the notes are converted in full, First Bauxite will issue 9,638,554 common shares the Subscribers, representing approximately 16.7% of the common shares on a fully-diluted basis. Upon completion of a positive pre-feasibility study, the Funds will have an option to complete the second phase of the financing by investing an additional US$20 million.
We further acted as counsel to First Bauxite in connection with a non-brokered private placement financing of 1,378,530 units at a price of $0.83 per unit, raising a total of $1,144,180, which completed on July 31, 2009.