AXMIN Inc.
TSX VENTURE : AXM

AXMIN Inc.

July 09, 2014 08:40 ET

AXMIN Announces Shareholder Loan

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 9, 2014) - AXMIN Inc. (TSX VENTURE:AXM) ("AXMIN" or the "Company") announces that AXMIN's major shareholder, Dickson Resources Limited ("Dickson"), has agreed to provide the Company with a revolving line of credit (the "Loan") in the principal amount of Cdn$250,000 ("Credit Limit"). Any request for an advance may be made from time to time and in such amounts as the Company may choose; provided any requested advance will not, when added to the outstanding principal balance of all previous advances, exceed the Credit Limit. All sums advanced bear interest from the date each advance is made until paid in full at the rate of ten percent (10%) per annum, simple interest. All principal and interest is repayable within 24 months of the date of the first advance (the "Maturity Date"). The Company may make early repayment of the Loan at any time prior to the Maturity Date without any prepayment penalty.

In the event of a Change of Control, the sums advanced and any accrued interest is repayable on the effective date of the Change of Control whereby a "Change of Control" is defined as: i) any person or group of persons are acting jointly or in concert acquiring, directly or indirectly, in a single transaction or a series of transactions, beneficial ownership or control or direction over thirty percent (30%) or more of the outstanding voting securities of the Company; or ii) any merger, amalgamation, arrangement or other reorganization by the Company with another person or corporation that is not, prior to the merger, amalgamation, arrangement or reorganization, an affiliate of the Company and in which voting securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction and the composition of the board of directors (the "Board") following such transaction is such that the directors of the Company prior to the transaction constitute less than fifty percent (50%) of the Board's membership following the transaction.

The proceeds will be used for working capital and general corporate purposes.

AXMIN's Chairman and CEO, Lucy Yan, comments: "On behalf of the board of directors and the management, I would like to thank Dickson for its continuous support of the Company."

Dickson currently holds 45,000,000 common shares of AXMIN ("Common Shares"), representing approximately 41.3% of the issued and outstanding Common Shares as of the date hereof on a non-diluted basis and is a "related party" of AXMIN within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As such, the Loan constitutes a "related party transaction" within the meaning of MI 61-101. The Company is relying on an exemption from the minority approval requirement that applies to related party transactions, which exemption is available to the Company as (i) the Loan comprises a loan or credit facility obtained on reasonable commercial terms that are not less advantageous to the Company than if the loan or credit facility were obtained from a person dealing at arm's length with the Company; (ii) the Loan is not convertible into equity or voting securities of the Company or a subsidiary of the Company; and (iii) the Loan is not repayable as to principal or interest in equity or voting securities of the Company or a subsidiary of the Company.

The Loan agreement has been reviewed by the Board and was approved by all independent directors of the Board. Lucy Yan was the Chairman of the board of directors of Dickson until December 24, 2013 and accordingly abstained from voting with respect to the Loan. Ms. Yan does not currently hold any securities of the Company and it is not anticipated that the Loan will result in any securities of the Company being owned by Ms. Yan. The directors eligible to vote on the approval of the Loan have determined that it is in the best interests of the Company to gain access to the funds pursuant to the Loan and have determined that it is reasonable for the Loan to close in fewer than 21 days from the announcement of the Loan.

About Dickson:

Dickson Resources Limited is an international private resources firm backed by the private capital of its founders. The company is a BVI registered company headquartered in Hong Kong. Having a team of geological and financial experts, Dickson is committed to investing internationally in the exploration and mining of natural resources. Meanwhile Dickson's scope of business reaches beyond the mining sector to international trade, marketing and advisory services which are all part of its business expertise.

About AXMIN

AXMIN is a Canadian exploration and development company with a strong focus on central, east and West Africa. AXMIN intends to build on its projects in Senegal and Mozambique, as it continues to monitor the political situation at its Feasibility Stage Passendro Gold Project in the Central African Republic. For more information regarding AXMIN visit our website at www.axmininc.com.

This press release includes certain "forward-looking information" within the meaning of applicable Canadian securities legislation. All information, other than statements of historical fact included herein, including without limitation, information regarding future plans and objectives of AXMIN; and information regarding the ability to develop and achieve production at Passendro are forward-looking information that involves various risks and uncertainties.

There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in such information. Important factors that could cause actual results to differ materially from AXMIN's expectations have been disclosed under the heading "Risk Factors" and elsewhere in AXMIN's 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 information whether resulting from 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.

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