First Bauxite Corporation Announces Non-Brokered Private Placement

First Bauxite Corporation ("First Bauxite" or the "Company") (TSX
VENTURE:FBX)(FRANKFURT:FBI)(BERLIN:FBI) is pleased to announce that the Company
is proceeding with a non-brokered private placement (the "Private Placement") to
Resource Capital Fund V LP ("RCF") 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.


"We are extremely appreciative of the continued financial support from Resource
Capital Funds in these demanding capital markets conditions" stated Hilbert N.
Shields, President & CEO. "Resource Capital Funds clearly sees the longer term
value in First Bauxite and is demonstrating its commitment to our efforts to
develop the Bonasika Mine and Processing Plant by offering this private
placement at a significant premium to market and generally at terms that are
very competitive, in these very difficult current market conditions for junior
resource explorers and developers." 


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 (20) 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.


Mr. Mason G. Hills is a Partner at Resource Capital Funds. Prior to joining RCF,
Mr. Hills practiced extensively in corporate finance and resources law. In
addition, his legal practice included acquisitions, public offerings, corporate
and securities regulation, project development and corporate, and project
finance acting for mining companies, financial institutions, and government
bodies both in Australia and overseas. Currently, Mr. Hills serves on the Board
of Directors for Provale S.A., Tarn Drilling Company, LLC and Global Advanced
Metals Limited. He has previously served as a Non-Executive Director for a
number of public companies listed on the Toronto and Australian Stock Exchanges,
including Talison Lithium Limited and Ausdrill Limited. He holds a Bachelor of
Economics degree from the University of Western Australia, and a Bachelor of
Laws degree with First Class Honors from Murdoch University.


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. As the number of common shares of the Company
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 additional notes
and exercise its conversion rights in full cannot be determined as at the date
of this press release. 


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. The directors reviewed the Company's financial position as
advised by the Chief Financial Officer of the Company and considered the current
and forecast spending rates and payment of trade payables contained in a budget
prepared by management relating to the Company and its subsidiaries to assess
the financial health of the Company. 


As at November 11, 2013, the Company's current liabilities were $8,118,368
comprising of $118,368 in trade payables, $3,000,000 in convertible notes
maturing on June 26, 2014 and $5,000,000 in convertible notes maturing on July
26, 2014. The Company has current assets of $1,749,563 and therefore has a
working capital deficit (not including commitments and liabilities triggered by
termination events) of $6,368,805. In the event the Private Placement does not
close, based on the Company's current and forecasted spending rates and payment
of trade payables, the Company will run out of cash in January 2014. In the
event there is a default in payment on the notes due in June and July 2014,
accelerated default provisions will trigger the obligation to pay an additional
$8,000,000 of convertible notes which are currently due in January, 2016. Upon
the closing of the Private Placement, the Company will still have a working
capital deficit but will have short term liquidity to meet its liabilities as
they come due and proceed with its exploration program while it seeks additional
sources of financing. 


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. 


In consideration of the financial circumstances of the Company and the
determination by the directors, the Company intends to rely upon the "financial
hardship" exemptions from the requirements to obtain a formal valuation and
minority shareholder approval in Sections 5.5(g) and 5.7(e) of MI 61-101
respectively. 


About First Bauxite 

First Bauxite Corporation (TSX VENTURE:FBX) is a Canadian natural resource
company engaged in the exploration and development of bauxite deposits in
Guyana, South America. The Company has its head office in Toronto and is managed
by experienced geoscientists and business development professionals with
worldwide experience in the exploration and mining business across a number of
mineral commodities. The mission of First Bauxite is to become a near term,
medium size producer and supplier of high quality refractory grade sintered
bauxite. For further information on First Bauxite Corporation, please visit our
corporate website at www.firstbauxite.com. 


On behalf of the Board of Directors of First Bauxite Corporation

Hilbert N. Shields, President & CEO 

Certain statements contained herein constitute "forward-looking statements".
Forward-looking statements look into the future and provide an opinion as to the
effect of certain events and trends on the business. Forward-looking statements
may include words such as "will", "anticipates", "believes", "intends" and
similar expressions. These statements include, but are not limited to,
statements regarding the approval of the Private Placement by the TSX Venture
Exchange, the satisfaction of conditions to closing in the subscription
agreement, the ability of the Company to raise future financing and the
availability of the exemptions in MI 61-101 that the Company intends to rely
upon. These forward-looking statements are based on current expectations and
entail various risks and uncertainties. Actual results may materially differ
from expectations, if known and unknown risks or uncertainties affect our
business, or if our estimates or assumptions prove inaccurate. Factors that
could cause results or events to differ materially from current expectations
expressed or implied by the forward-looking statements, include, but are not
limited to, the effect of capital market conditions and other factors on capital
availability; availability of approval of the Private Placement by the TSX
Venture Exchange, the satisfaction of conditions to closing in the subscription
agreement and the availability of the exemptions in MI 61-101 that the Company
intends to rely upon. Readers are cautioned not to place undue reliance on the
forward-looking statements contained in this press release. Except as required
by law, the Company assumes no obligation to update or revise any
forward-looking statement, whether as a result of new information, future events
or any other reason.


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
First Bauxite Corporation
Hilbert N. Shields
President & CEO
416-613-0910
www.firstbauxite.com
First Bauxite Corporation (TSXV:FBX)
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