News Releases

Dec 02, 2005

Axmin finalizes terms for cdn$20 million private placement

Toronto, Ontario – Dec 02, 2005, AXMIN Inc. (AXM-TSX Venture) is pleased to announce that it has settled the terms of its private placement previously announced on November 23, 2005 for 38,461,550 common shares priced at Cdn$0.52 for gross proceeds of Cdn$20 million (approximately equivalent to US$17 million).

RBC Capital Markets is acting as sole agent to sell, by way of a private placement, 19,575,000 common shares of AXMIN to investors at a price of Cdn$0.52 per common share, for gross proceeds of Cdn$10.2 million (the "Offering"). The Offering is subject to regulatory approvals, definitive documentation and other conditions precedent and is expected to close on or about December 13, 2005.

The Offering is expected to close contemporaneously with a non-brokered private placement of common shares to Addax Mining Holdings BV ("Addax") and to certain individuals, principally directors and employees of AXMIN and Addax (collectively, the "Exempt Group"), for gross proceeds of Cdn$9.8 million. As a result of these sales, Addax will increase its approximate shareholding in AXMIN from 45% to 46%.

In consideration for their services as agent for the Offering, RBC Capital Markets will receive cash compensation of 6% of the gross proceeds of the Offering plus non-transferable compensation warrants equal to 6% of the number of common shares sold in the Offering. Each compensation warrant entitles RBC Capital Markets to purchase one common share of AXMIN at a price of Cdn$0.52 for a period of twenty four months following closing of the Offering. No commissions or fees are payable in respect of shares sold to the Exempt Group.

The net proceeds of the Offering and the non-brokered private placement are expected to be used as follows: US$9 million for the completion of a pre-feasibility study and initiation of a definitive feasibility study on the Passendro Gold Project as well as ongoing resource and exploration work in the Central African Republic; US$2 million for defined exploration and target drilling and other exploration work in Mali, Senegal and Sierra Leone; US$3 million for further exploration programs to be confirmed dependent on results from current surveys and drilling; and the balance for working capital and general corporate purposes.

"This is a significant step for AXMIN as we move towards feasibility on our Passendro Gold Project in the Central African Republic," commented Dr Jonathan Forster, Chief Executive Officer. "We look forward to using the funds to continue to expand and upgrade the mineral resources and complete the feasibility study on this exciting project as well as to progress our other exploration properties in the CAR and in west Africa."

AXMIN is a mineral exploration company with a strong focus on gold in highly prospective properties across central and west Africa.

This press release shall not constitute an offer to sell shares or the solicitation of an offer to buy the securities in any jurisdiction. The common shares of AXMIN have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements of the U.S. Securities Act and applicable U.S. state securities law. The common shares will be subject to a four-month hold period applicable under applicable Canadian securities laws.

For more information regarding AXMIN visit our website at www.axmininc.com.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.


For additional information please contact AXMIN Inc.: