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AXMIN Amends Subscription Agreement With Dickson Resources Limited

Mar 27 2013 12:00AM

Marketwire

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TORONTO, ONTARIO -- (Marketwire) -- 03/27/13 -- AXMIN Inc. (TSX VENTURE: AXM) ("AXMIN" or the "Company") is pleased to announce that it has amended its subscription agreement (the "Agreement") with Dickson Resources Limited ("Dickson"), whereby AXMIN is proceeding with a private placement to raise aggregate gross proceeds of approximately C$6.75 million by way of a two stage private placement (the "Offering"). The Company will issue an aggregate of 45,000,000 Units (the "Units") at a price of C$0.15 per Unit. Each Unit will consist of one common share and one-half of one common share purchase warrant with each whole warrant entitling the holder to acquire at any time following the receipt of shareholder approval until the date that is two years following the date of shareholder approval one common share for C$0.15 per common share. If the shareholder approval is not obtained, the warrants will expire unexercised. The first tranche of the Offering will consist of 15,800,000 Units for gross proceeds of approximately C$2.37 million on terms set out below. This represents a 25% premium on AXMIN's share price as of March 22, 2013. The remaining C$4.38 million (the "Escrow Amount") will be placed in escrow by Dickson.

If the conditions set out in the Agreement are satisfied on or before June 7, 2013 (the "Outside Date") the second tranche of the Offering will close and the Escrow Amount will be unconditionally released to the Company. If the conditions are not satisfied on or before the Outside Date, the Escrow Amount will be returned to Dickson, the common share purchase warrants will expire unexercised and the Agreement will be terminated.

Closing of the initial stage of the Offering is subject to a number of conditions, including the approval of the TSX Venture Exchange. Closing of the second tranche, which includes the issuance of the remaining 29,200,000 Offered Units, requires the requisite shareholder approval (the "Shareholder Approval") of 50.1% of the votes cast at a Special Meeting of Shareholders (the "Meeting") to be held before the Outside Date. An information circular regarding the Offering will be filed with securities regulators and mailed to the Company's shareholders prior to the Meeting and in accordance with applicable securities laws.

In addition, George Roach, the President, Chief Executive Officer ("CEO") and Director, and David de Jongh Weill, the Chairman and Director, have each agreed to subscribe for and purchase 333,333 Units for approximately $50,000 on the same terms and conditions as the Offering.

As per terms of the Agreement, AXMIN has agreed to procure lock-up agreements from George Roach, President, CEO and Director, David de Jongh Weill, Chairman and Director and from AOG Holdings BV. Assuming AXMIN's shareholders approve the transaction at the Meeting and all regulatory approvals are obtained, the final stage of the transaction is expected to close in the second quarter of 2013. Pursuant to the transaction, AXMIN has agreed to effect a change of board following the Meeting at which Dickson will have nominees on the Board representing a majority of board members. In order for the Company's Board to meet Canadian residency requirements under the Canada Business Corporations Act, Director, Ozge Erdem has agreed to step down as a director effective March 23, 2013. AXMIN's Board would like to thank Ms. Erdem for her guidance and contribution during her term and wish Ozge all the best with her future endeavours.

In connection with the Offering to Dickson, AXMIN has agreed to pay a cash finders fee equal to 8% of the gross proceeds raised from Dickson on each Closing Date and warrants to acquire common shares equal to 8% of the common shares issued on each Closing Date for $0.15 per common share with such warrants expiring two years from the date of issue.

About Dickson:

Dickson Resources Limited is an international private resources firm backed by the private capital of its founders. The company is a BVI registered company headquartered in Hong Kong. Having a team of geological and financial experts, Dickson is committed to investing internationally in the exploration and mining of natural resources. Meanwhile Dickson's scope of business reaches beyond the mining sector to international trade, marketing and advisory services which are all part of its business expertise.

About AXMIN:

AXMIN is a Canadian exploration and development company with a strong focus on central and West Africa. AXMIN has projects in Central African Republic, Mozambique and Senegal. AXMIN is positioned to grow in value as it progresses its Passendro Gold Project towards development and builds on its project pipeline focusing on transitioning from an explorer to producer. For more information regarding AXMIN visit our website at www.axmininc.com.

This press release includes certain "Forward-Looking Statements." All statements, other than statements of historical fact included herein, including without limitation, statements regarding future plans and objectives of AXMIN; and statements regarding the ability to develop and achieve production at Passendro are forward-looking statements that involve various risks and uncertainties.

There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from AXMIN's expectations have been disclosed under the heading "Risk Factors" and elsewhere in AXMIN's documents filed from time-to-time with the TSX Venture Exchange and other regulatory authorities. AXMIN disclaims any intention or obligation to update or revise any forward-looking statements whether resulting from new information, future events or otherwise, except as required by applicable law.

Neither 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.



Contacts:
AXMIN Inc.
George Roach
President & CEO
+44 779 626 3999

AXMIN Inc.
Judy Webster
Vice President Investor Relations
416 368 0993 ext 221
ir@axmininc.com
www.axmininc.com





Source: Marketwire