AXMIN Inc.
TSX VENTURE : AXM

AXMIN Inc.

April 14, 2010 09:17 ET

AXMIN And AfNat Resources Limited Enter Into Definitive Agreement

TORONTO, ONTARIO--(Marketwire - April 14, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

AXMIN Inc. ("AXMIN") (TSX VENTURE:AXM) is pleased to announce that further to its press release of March 18, 2010, AXMIN and AfNat Resources Limited ("AfNat") today have entered into a definitive agreement for a proposed acquisition whereby AXMIN is to acquire all of the outstanding securities of AfNat (the "Transaction"). In consideration for the acquisition by AXMIN of the issued and outstanding securities of AfNat under the Transaction, AXMIN would issue an aggregate of approximately 206,328,666 common shares of AXMIN and an aggregate of approximately 14,961,941 share purchase warrants to acquire common shares of AXMIN to former holders of common shares of AfNat and to former holders of convertible securities of AfNat, respectively.

It is anticipated that after given effect to such issuances, former securityholders of AfNat will hold in the aggregate approximately 40% of the issued and outstanding shares of AXMIN (or 42% approximately on a partially-diluted basis).

AfNat is an exploration and development company which also owns strategic equity investments in junior mining and exploration companies. AfNat currently has approximately Cdn$14.9 million in cash and marketable securities. The combination of AXMIN and AfNat will create a company with a strong balance sheet and the ability to realize the value of the assets held by AXMIN. It is anticipated that subject to the receipt of all required approvals, including the approval of the TSX Venture Exchange, upon completion of the Transaction the Board of Directors and management of AXMIN would be reconstituted with nominees of AfNat.

The Transaction is expected to be completed by way of a scheme of arrangement under the laws of Bermuda.

The Transaction is and will be subject to a number of conditions including the approval of the TSX Venture Exchange, regulatory approvals and the sanctioning of the scheme by the Supreme Court of Bermuda. In addition AfNat will be required to, among other things, convene and hold a meeting of its shareholders to approve the Transaction (the "Court Meeting") and to send with the notice convening such meeting an explanatory statement explaining the effect of the scheme to its shareholders. A majority in number representing 75% in value of AfNat shareholders voting at the AfNat Meeting must approve the scheme. Immediately after the Court Meeting the Company shall also hold a special general meeting ("SGM"), at which resolutions to implement the Transaction will be considered and, as a condition of the Transaction, approved by shareholders

Concurrently with the execution of the definitive agreement AXMIN has entered into voting agreements with certain shareholders of AfNat, who collectively represent approximately 9.6% of the outstanding AfNat Shares, to vote in favour of the Transaction at the Court Meeting and the SGM.

Assuming the receipt of all required shareholder, court and regulatory approvals and assuming satisfaction of all conditions to the Transaction it is anticipated that the Transaction will close during the second quarter of 2010. There can be no assurance that the Transaction or any other transaction will be completed by such date or at all.

The exclusive negotiations arise from the formal strategic review process undertaken by the Board of Directors which began on March 19, 2009. This strategic review process encompassed a thorough analysis and evaluation of the prospects and options available to AXMIN, including the potential sale of AXMIN or its assets, the acquisition by AXMIN of another company or business, a business combination, merger or amalgamation, or any other alternative that may be identified. AXMIN retained Paradigm Capital Inc. as a financial advisor with respect to the strategic review.

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, Mali, Sierra Leone and Senegal. For more information regarding AXMIN visit our website at www.axmininc.com.

About AfNat

AfNat Resources Limited is a Bermuda incorporated company listed on the Alternative Investment Market of the London Stock Exchange. AfNat has interests in mineral exploration projects in Mozambique and Zambia and has investments in Niger Uranium Limited and in Copper Development Corporation, a private company with a controlling stake in the Hinoba-an Copper Project in the Philippines. More information on AfNat can be found at www.afnatresources.com.

This press release includes certain "Forward-Looking Statements." All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the completion of the Transaction and the Financing, the anticipated and actual terms and conditions of the Transaction and any definitive agreements entered into in connection with the Transaction and future plans and objectives of AXMIN, 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 are disclosed under the heading "Risk Factors" and elsewhere in AXMIN 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 as a result of 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.

Contact Information

  • AXMIN Inc.
    Mario Caron
    President & CEO
    416 368 0993 ext 223
    or
    AXMIN Inc.
    Judy Webster
    Manager Investor Relations
    416 368 0993 ext 221
    ir@axmininc.com
    www.axmininc.com