AXMIN Inc.
TSX VENTURE : AXM

AXMIN Inc.

March 19, 2009 09:41 ET

AXMIN Announces Private Placement Offering and Strategic Advisory Agreement

TORONTO, ONTARIO--(Marketwire - March 19, 2009) - AXMIN Inc. (TSX VENTURE:AXM) is pleased to announce a private placement offering consisting of Units (the "Units") in the Company, for total gross proceeds of up to Cdn$6 million (the "Placement"). Each Unit consists of one common share plus one common share purchase warrant and will be priced in the context of the market. Each whole common share purchase warrant entitles the holder to purchase one additional common share of AXMIN for a period of thirty-six months following the closing of the Placement. The Units will be offered by Paradigm Capital Inc. ("Paradigm") on a "best efforts" agency basis. 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 under the private placement. As of the date of this press release AOG exercised control and direction over 121,674,904 common shares of the Company and 34,066,667 common share purchase warrants, representing 44.7% basic ownership interest and 48.4% fully diluted ownership interest.

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, scheduled for April 7, 2009, is subject to approval of the TSX Venture Exchange and the closing will occur as soon as practicable after the receipt of such approval. The Units, common shares, and warrants are subject to a four month hold period from the date of closing.

AXMIN also announces that its Board of Directors has decided to undertake a formal review of the Company's strategic alternatives in order to enhance shareholder value. Paradigm has been retained to provide strategic advice to the Company.

The strategic review will encompass a thorough analysis and evaluation of the prospects and options available to AXMIN, including the potential sale of the Company 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.

The Board of Directors has not set any deadline for completing the strategic review and there can be no assurance that any transaction will be commenced or completed. The Board of Directors may ultimately determine that its current business plan is the best means to build and deliver shareholder value.

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.

The TSX Venture Exchange does not accept 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