AXMIN Inc.
TSX VENTURE : AXM

AXMIN Inc.

April 21, 2009 13:10 ET

AXMIN Announces Closing of CDN$2.5 Million Non-Brokered Private Placement

TORONTO, ONTARIO--(Marketwire - April 21, 2009) - AXMIN Inc. ("the Company") (TSX VENTURE:AXM) is pleased to announce that it has closed its previously announced non-brokered private placement of 25,000,000 Units (the "Units") at a price of Cdn$0.10 per Unit, for total gross proceeds of Cdn$2.5 million (the "Placement"). Each Unit consists of one common share and one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase one common share of AXMIN at a price of Cdn$0.14 until April 21, 2012.

The Company's major shareholder AOG Holdings BV ("AOG"), a wholly owned subsidiary of The Addax & Oryx Group Limited, took up all 25,000,000 Units offered under the Placement. For the purposes of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") the head office of AOG is Wings House, Steupelstraat 18, 3065 JE Rotterdam, The Netherlands.

Before completion of the Placement AOG exercised control and direction over 121,079,462 common shares of the Company, representing 44.5% of the Company's issued and outstanding common shares (on a non-diluted basis) and 34,066,667 common share purchase warrants. After completion of the Placement, AOG will exercise control and direction over 146,079,462 common shares of the Company, representing 49.1% of the Company's issued and outstanding common shares (on a non-diluted basis) and 59,066,667 common share purchase warrants.

The Placement is a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as AOG is a controlling shareholder of AXMIN, the Chairman of AXMIN, Jean Claude Gandur, is a senior officer and director of an affiliate of AOG and Francois Jaclot, a director of AXMIN, is a senior officer of an affiliate of AOG. The private placement was approved by all of the non-interested directors of AXMIN, being Dr. Michael P. Martineau, Mario B. Caron, Robert W. Jackson, Robert L. Shirriff and Anthony P. Walsh. The Placement is exempt from the related party valuation and minority security holder approval requirements of MI 61-101 on the basis that the Placement has a fair market value of less than 25% of the market capitalization of AXMIN.

The common shares and warrants acquired under the Placement are subject to a four month hold period. Post-completion of the Placement AXMIN will have a total of 297,279,901 common shares issued and outstanding. The net proceeds of the Placement will be used for gold exploration on the Company's projects in central and west Africa, 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 and Sierra Leone. For more information regarding AXMIN visit our website at www.axmininc.com.

For additional information and for a copy of AOG's early warning report prepared pursuant to NI 62-103 please contact AXMIN Inc.

This press release includes certain "Forward-Looking Statements." All statements, other than statements of historical fact, included herein, including without limitation, statements regarding 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 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