AXMIN Enters Into Subscription Agreement With Dickson Resources Limited TORONTO, ONTARIO -- (Marketwire) -- 03/25/13 -- AXMIN Inc. (TSX VENTURE:AXM) ("AXMIN" or the "Company") is pleased to announce that it has entered into a binding subscription agreement (the "Agreement") with Dickson Resources Limited ("Dickson"), whereby AXMIN is proceeding with a private placement to raise aggregate gross proceeds of approximately C$6.75 million by way of a two stage private placement (the "Offering"). The Company will issue an aggregate of 45,000,000 common shares of the Company (the "Offered Shares") at a price of C$0.15 per Offered Share. The first tranche of the Offering will consist of 15,800,000 Offered Shares for gross proceeds of approximately C$2.37 million on terms set out below. This represents a 25% premium on AXMIN's current share price. The remaining C$4.38 million (the "Escrow Amount") will be placed in escrow by Dickson. If the conditions set out in the Agreement are satisfied on or before June 7, 2013 (the "Outside Date") the second tranche of the Offering will close and the Escrow Amount will be unconditionally released to the Company. If the conditions are not satisfied on or before the Outside Date, the Escrow Amount will be returned to Dickson and the Agreement will be terminated. Closing of the initial stage of the Offering is subject to a number of conditions, including the approval of the TSX Venture Exchange. Closing of the second tranche, which includes the issuance of the remaining 29,200,000 Offered Shares, requires the requisite shareholder approval of 50.1% of the votes cast at a Special Meeting of Shareholders (the "Meeting") to be held on or before the Outside Date. An information circular regarding the Offering will be filed with securities regulators and mailed to the Company's shareholders prior to the Meeting and in accordance with applicable securities laws. As per terms of the Agreement, AXMIN has agreed to procure lock-up agreements from George Roach, President, CEO and Director, David de Jongh Weill, Chairman and Director and from AOG Holdings BV. Assuming AXMIN's shareholders approve the transaction at the Meeting and all regulatory approvals are obtained, the final stage of the transaction is expected to close in the second quarter of 2013. Pursuant to the transaction, AXMIN has agreed to effect a change of board following the Meeting at which Dickson will have nominees on the Board representing a majority of board members. In order for the Company's Board to meet Canadian residency requirements under the Canada Business Corporations Act, Director, Ozge Erdem has agreed to step down as a director effective March 23, 2013. AXMIN's Board would like to thank Ms. Erdem for her guidance and contribution during her term and wish Ozge all the best with her future endeavours. President and CEO of AXMIN, Mr. George Roach, comments, "We are pleased that following months of rigorous negotiations the Company has successfully brought to the table a major investor who has both the financial resources and extensive international mining expertise to ensure that the Passendro Gold mine is developed. This mutually beneficial transaction offers Dickson exposure to a robust near-production gold project with exceptional exploration upside and gives AXMIN the stability it needs during the debt lenders final due diligence process. "As much as I look forward to working with the Dickson team and the new combined board of directors, I further welcome the reassurance from a CAR Government Spokesperson that the Company's tenements, licenses and agreements are valid and will be respected by the new Government, and that the Government remains committed to facilitating a stable environment as quickly as possible to allow AXMIN to proceed to completion of the debt finance arrangements that are on hold during the current Force Majeure. I feel it opportune to remind our Shareholders that in our opinion, Passendro Project in the Central African Republic remains one of the most financially robust "ready to build" projects available in Africa today." 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 and West Africa. AXMIN has projects in Central African Republic, Mozambique 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 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. Contacts: AXMIN Inc. George Roach President & CEO +44 779 626 3999 AXMIN Inc. Judy Webster Vice President Investor Relations 416 368 0993 ext 221 email@example.com www.axmininc.com
AXMIN Enters Into Subscription Agreement With Dickson Resources Limited
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