AXMIN Amends Subscription Agreement With Dickson Resources Limited

AXMIN Amends Subscription Agreement With Dickson Resources Limited 
TORONTO, ONTARIO -- (Marketwire) -- 03/27/13 -- AXMIN Inc. (TSX
VENTURE:AXM) ("AXMIN" or the "Company") is pleased to announce that
it has amended its 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
Units (the "Units") at a price of C$0.15 per Unit. Each Unit will
consist of one common share and one-half of one common share purchase
warrant with each whole warrant entitling the holder to acquire at
any time following the receipt of shareholder approval until the date
that is two years following the date of shareholder approval one
common share for C$0.15 per common share. If the shareholder approval
is not obtained, the warrants will expire unexercised. The first
tranche of the Offering will consist of 15,800,000 Units for gross
proceeds of approximately C$2.37 million on terms set out below. This
represents a 25% premium on AXMIN's share price as of March 22, 2013.
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, the
common share purchase warrants will expire unexercised 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 Units, requires the requisite
shareholder approval (the "Shareholder Approval") of 50.1% of the
votes cast at a Special Meeting of Shareholders (the "Meeting") to be
held 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. 
In addition, George Roach, the President, Chief Executive Officer
("CEO") and Director, and David de Jongh Weill, the Chairman and
Director, have each agreed to subscribe for and purchase 333,333
Units for approximately $50,000 on the same terms and conditions as
the Offering. 
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. 
In connection with the Offering to Dickson, AXMIN has agreed to pay a
cash finders fee equal to 8% of the gross proceeds raised from
Dickson on each Closing Date and warrants to acquire common shares
equal to 8% of the common shares issued on each Closing Date for
$0.15 per common share with such warrants expiring two years from the
date of issue. 
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 
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. 
George Roach
President & CEO
+44 779 626 3999 
Judy Webster
Vice President Investor Relations
416 368 0993 ext 221
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