First Bauxite Corporation announces non-brokered private placement

First Bauxite Corporation announces that the Company is proceeding with a non-brokered private placement to Resource Capital Fund V LP for 40,000,000 common shares at a price of $0.125 per common share to raise total proceeds of $5,000,000. The Company anticipates that the Private Placement will close on or about December 5, 2013.

The proceeds of the Private Placement are designed to allow the Company to improve its financial position and to proceed with its work programs including: (i) completing the Preliminary Feasibility Study, first announced on February 14, 2013 and June 25, 2013, on the viability of manufacturing ceramic proppants from the bauxites and kaolin hosted by the deposits in our Bonasika Mining License; (ii) proceeding with limited Phase I pre-production work over the Bonasika Mining License, inclusive of haul road and Bonasika 7 pit and waste dump preparation; and (iii) exploring the twenty Prospecting Licenses under application in the areas adjacent to the Bonasika Mining License and the Tarakulli Permission for Geological and Geophysical Survey which hosts the Tarakulli and Canje prospects where historical drilling has indicated metallurgical grade bauxite. The Company believes that these programs will enhance the long-term prospects of the Company and will attract additional investment in the Company from other sources of financing.

The Private Placement remains subject to TSX Venture Exchange approval and the satisfaction of customary closing conditions contained in the subscription agreement between the parties. In addition, a closing condition of the Private Placement is that an RCF partner, Mr. Mason Hills, will be nominated to join the board of directors of the Company. The directors of the Company have unanimously agreed to nominate Mr. Mason G. Hills to the board pending the closing of the Private Placement.

RCF and its affiliates currently hold an aggregate of approximately 17.4% (13,524,211 common shares) of the 77,563,172 outstanding common shares of the Company on an undiluted basis and approximately 31.2% (29,021,255 common shares) of the outstanding common shares on a fully diluted basis (assuming conversion of the convertible notes issued to RCF and the exercise of the warrants issued to RCF and its affiliates pursuant to the 2012 private placement with the Company). Upon the closing of the Private Placement, the Company's share capital will increase to 117,563,172 common shares and the ownership interest of RCF and its affiliates in the Company will be approximately 45.5% on an undiluted basis and approximately 51.9% on a fully diluted basis (assuming conversion of the convertible notes issued to RCF and the exercise of the warrants issued to RCF and its affiliates pursuant to the 2012 private placement with the Company). In addition, RCF holds an option to purchase additional notes from the Company in the aggregate principal amount of U.S.$20 million which will be convertible into common shares of the Company.

The Private Placement will constitute a related party transaction pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSX Venture Exchange Policy 5.9.

The board of the Company consists of six directors, all of whom are unrelated to RCF and its affiliates, and are otherwise independent as determined pursuant to Part 7 of MI 61-101.

In light of the financial situation of the Company and the opportunity afforded to the Company by the Private Placement, the directors of the Company considered the terms of the Private Placement and the financial status of the Company and resolved unanimously that the Company was in serious financial difficulty; that the Private Placement was designed to improve the Company's financial position and was otherwise in the best interests of the Company. The directors further unanimously resolved that the proposed Private Placement and the terms thereof were reasonable in the circumstances of the Company and, subject to closing conditions in the subscription agreement and the acceptance of the TSX Venture Exchange, the Private Placement was authorized and approved.