AXMIN Inc.
TSX VENTURE : AXM

AXMIN Inc.

November 23, 2009 10:34 ET

AXMIN and Toro Gold Extend Exclusivity Period and AOG Exercises 2,300,000 Warrants

TORONTO, ONTARIO--(Marketwire - Nov. 23, 2009) -

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

AXMIN Inc. ("the Company") (TSX VENTURE:AXM) is pleased to announce that further to its press release of November 9, 2009 it has agreed with Toro to extend the exclusivity period under the letter agreement dated October 16, 2009 (as amended on November 9, 2009) to December 4, 2009.

The letter agreement between AXMIN and Toro relates to a non-binding proposal that provides for, among other things, a binding provision with respect to exclusive negotiations (subject to customary exceptions which allow the Board of Directors of AXMIN to consider any superior proposal) until December 4, 2009 with Toro, to acquire all of the outstanding common shares of AXMIN at a purchase price of C$0.14 in cash per common share (the "Transaction").

The Transaction is and will be subject to a number of conditions including the completion by Toro Gold of an equity financing (on terms and conditions satisfactory to AXMIN) in order to allow Toro Gold to satisfy the aggregate cash purchase price under the Transaction, execution of a definitive arrangement agreement, execution of an irrevocable voting agreement by the Addax & Oryx Group Limited and the receipt of all required board, regulatory and shareholder approvals.

There can be no assurance that the Transaction or any other transaction will be completed by such date or at all.

AXMIN is also pleased to announce that AXMIN's major shareholder AOG Holdings BV ("AOG"), a wholly owned subsidiary of The Addax & Oryx Group Limited, has exercised 2,300,000 common share purchase warrants at a price of Cdn$0.14 per share for a total consideration of Cdn$322,000.00. Following the exercise of the warrants AOG exercises control and direction over 153,825,326 common shares of the Company, representing 49.95% of the AXMIN's 307,979,901 issued and outstanding common shares.

After the exercise of warrants, AOG will hold 14,300,000 common share purchase warrants at an exercise price of Cdn$0.14 until April 21, 2012. The other common share purchase warrants remain unchanged. The net proceeds of the Placement will be used for working capital and general corporate purposes.

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