AXMIN Inc.
TSX VENTURE : AXM

AXMIN Inc.

March 01, 2011 09:13 ET

AXMIN Spins Off Sierra Leone Assets Into New Public Company

TORONTO, ONTARIO--(Marketwire - March 1, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

AXMIN Inc. (TSX VENTURE:AXM) is pleased to announce that it has signed a letter of intent dated February 28, 2011 with Fuller Capital Corp. ("FCC"), a capital pool company, to complete a business combination that will result in FCC, directly or indirectly, acquiring from AXMIN a wholly-owned subsidiary of AMXIN ("MergerCo"), that will own AXMIN's assets in Sierra Leone, including the Nimini Hills East and West Exploration Licences which contain the Komahun Gold Project and AXMIN's Matotoka Exploration Licence, in exchange for the issuance by FCC of common shares of FCC to AXMIN (the "Proposed Transaction").

It is expected that upon completion of the Proposed Transaction AXMIN will distribute a portion of its FCC common shares to AXMIN shareholders, such that after giving effect to such distribution AXMIN will retain an approximate 40 percent interest in FCC.

The Proposed Transaction enables the development of AXMIN's assets in Sierra Leone without diverging from AMXIN's core strategy of developing the Passendro Gold Project in the Central African Republic ("CAR").

In conjunction with the Proposed Transaction, MergerCo intends to complete a concurrent private placement of approximately $5 million in order to provide FCC with capital to develop the Sierra Leone assets to be acquired by it pursuant to the Proposed Transaction.

AXMIN is working with its legal counsel, Fasken Martineau DuMoulin LLP, and its investment advisor, Paradigm Capital Inc., to facilitate an efficient execution of the Proposed Transaction.

If completed, the Proposed Transaction will constitute FCC's Qualifying Transaction (as defined in Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual). A comprehensive press release with further particulars relating to the Proposed Transaction will be issued by FCC in accordance with the policies of the TSX Venture Exchange (the "Exchange") upon execution of a definitive agreement in respect of the Proposed Transaction.

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, the execution of a definitive agreement between AXMIN and FCC in respect of the Proposed Transaction, completion of satisfactory due diligence and the receipt of all required regulatory approvals, including the approval of the Exchange.

President and CEO of AXMIN, Mr. George Roach, comments, "As it is our belief that the Sierra Leone assets are significantly undervalued within AXMIN, this spin-off will allow AXMIN to take advantage of the current market conditions and further build on the Komahun Gold Project through a meaningful independently funded exploration program. It will also afford us the opportunity to monetize the asset, if required, to support the development of the Passendro Gold Mine, and enable FCC to independently fund the exploration and drilling program necessary to prove the potential of the resource. This transaction is consistent with our strategy to focus AXMIN's resources on developing the Passendro Gold Project in CAR."

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the 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.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

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, Mozambique, Sierra Leone and Senegal. AXMIN is positioned to grow in value as it progresses its Passendro Gold Project towards development and builds on its project pipeline focusing on transitioning from an explorer to producer. 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 future plans and objectives of AXMIN; and statements regarding the ability to develop and achieve production at Passendro, to revalidate the BFS and to satisfy the terms of the Mining Licence as negotiated, 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 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 statements 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.

Contact Information

  • AXMIN Inc.
    George Roach
    President & CEO
    Direct T: +44 779 626 3999
    or
    AXMIN Inc.
    Judy Webster
    Manager Investor Relations
    416 368 0993 ext 221
    ir@axmininc.com