AXMIN Inc.
TSX VENTURE : AXM

AXMIN Inc.

December 03, 2009 09:21 ET

AXMIN Update on Exclusive Negotiations With Toro Gold

TORONTO, ONTARIO--(Marketwire - Dec. 3, 2009) -

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

AXMIN Inc. ("the Company") (TSX VENTURE:AXM) announces that it has been informed by Toro Gold Ltd. ("Toro Gold") that Toro Gold has not been able to complete, and does not expect that it will be in a position to complete by December 4, 2009, the required equity financing in order to pay the aggregate purchase price under the proposed transaction whereby Toro Gold would acquire AXMIN by way of a statutory plan of arrangement.

As previously announced AXMIN has granted Toro Gold a period of exclusivity until December 4, 2009. Should Toro fail to complete the equity financing by the end of the exclusivity period, the proposed transaction as previously announced by AXMIN will not proceed and Toro Gold is obligated to reimburse AXMIN up to $300,000 for its costs and expenses incurred in connection with the proposed transaction.

The proposed transaction with Toro Gold arose 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.

In the event the exclusivity period expires without Toro Gold completing its equity financing, AXMIN will assess and review the prospects and options available to AXMIN. While Toro Gold has indicated a willingness to consider alternative transaction structures, there can be no assurance that any transaction (whether or not with Toro Gold) will be available and if available, will be completed or as to the consideration that AXMIN shareholders may receive under any such transaction.

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 Toro Gold

Toro Gold Ltd. is a private gold exploration and development company focussed on sub-Saharan Africa with a specific emphasis in equatorial Africa. Toro Gold Ltd has been established around an experienced management team with significant pan-African exploration, development and operational success. Toro Gold is seeking to establish a mid-tier gold development and production company through a combination of acquisition and organic growth. Toro Gold Ltd. has its registered address at PO Box 100, Sydney Vane House, Admiral Park, Guernsey. GY1 3EL. and is registered in Guernsey under registered number: 50076. More information can be found at www.torogold.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 equity financing by Toro Gold, the anticipated and actual terms and conditions of the Transaction, the Toro Gold equity financing and any definitive agreements entered into in connection with the Transaction or the Toro Gold equity financing, potential mineralization and reserves, exploration results 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