FIRST BAUXITE CORPORATION ("FBX")
BULLETIN TYPE: Plan of Arrangement-, Delist
BULLETIN DATE: December 28, 2018
TSX Venture Tier 2 Company
Plan of Arrangement:
The TSX Venture Exchange (the "Exchange") has accepted for filing documentation in connection with the arrangement agreement dated October 19, 2018 entered into between Resource Capital Fund V L.P., Resource Capital Fund VI L.P. (together, the "RCF Funds") and First Bauxite Corporation (the "Company"), pursuant to which the RCF Funds will own all of the issued and outstanding common shares of the Company (the "Common Shares") by way of a statutory plan of arrangement (the "Arrangement") under Section 288 of the Business Corporations Act (British Columbia). The Arrangement will be completed via letter of transmittal.
Under the Arrangement, the Company (i) on December 21, 2018, consolidated the Common Shares on the basis of one (1) post-consolidation Common Share for every 100 million pre-consolidation Common Shares, and (ii) after effecting the consolidation, will purchase all post-consolidation fractional Common Shares from the shareholders of the Company, other than the RCF Funds at a price of $0.04 in cash for each pre-consolidation Common Share.
The Exchange has been advised that approval of the Arrangement by shareholders of the Company was received at a special meeting of the shareholders held on December 7, 2018 and that final approval of the Arrangement was received from the Supreme Court of British Columbia on December 21, 2018. The full particulars of the Arrangement are set forth in the information circular (the "Circular") dated November 6, 2018, which is available under the Company's profile on SEDAR. The Company's shareholders should refer to the Circular for a summary of the procedures regarding the exchange of the Common Shares for the consideration to which they are entitled under the Arrangement.
Delisting:
In conjunction with the closing of the Arrangement, the Common Shares, which were halted on Monday, December 24, 2018, will be delisted from the Exchange. Accordingly, effective at the close of business, January 2, 2019 the Common Shares will be delisted.
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