AXMIN Inc.
TSX VENTURE : AXM

AXMIN Inc.

April 17, 2009 13:41 ET

AXMIN Announces Further Details Regarding Private Placement Offering

TORONTO, ONTARIO--(Marketwire - April 17, 2009) - Further to the press release of March 19, 2009, AXMIN Inc. (the "Company") (TSX VENTURE:AXM) is pleased to announce a non-brokered private placement consisting of 25,000,000 Units (the "Units") in the Company 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 plus one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase one additional common share of AXMIN at a price of Cdn$0.14 for a period of thirty-six months following the closing of the Placement. 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.

The Company's major shareholder AOG Holdings BV ("AOG"), a wholly owned subsidiary of The Addax & Oryx Group Limited, has expressed an interest in subscribing for all of the Units offered under the Placement. As of the date of this press release AOG exercised control and direction over 121,079,462 common shares of the Company, representing 44.5% of the Company's currently issued and outstanding common shares and exercised control and direction over 34,066,667 common share purchase warrants. After giving effect to the Placement AOG will own approximately 49.1% of the Company's issued and outstanding common shares and 59,066,667 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 securityholder 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.

Closing of the Placement is anticipated to occur on or about April 21, 2009 in order to provide the Company with the proceeds in a timely manner. Closing is subject to approval of the TSX Venture Exchange. The common shares and warrants issued pursuant to the Placement are subject to a four month hold period from the date of closing.

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.

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