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Dec 03, 2009


Toronto, Ontario – December 03, AXMIN Inc. (AXM-TSX Venture) announces that it has been informed by Toro Gold Ltd. ("Toro Gold") that Toro Gold has not been able to complete, and does not expect that it will be in a position to complete by December 4, 2009, the required equity financing in order to pay the aggregate purchase price under the proposed transaction whereby Toro Gold would acquire AXMIN by way of a statutory plan of arrangement.


As previously announced AXMIN has granted Toro Gold a period of exclusivity until December 4, 2009. Should Toro fail to complete the equity financing by the end of the exclusivity period, the proposed transaction as previously announced by AXMIN will not proceed and Toro Gold is obligated to reimburse AXMIN up to $300,000 for its costs and expenses incurred in connection with the proposed transaction.

The proposed transaction with Toro Gold arose from the formal strategic review process undertaken by the Board of Directors which began on March 19, 2009. This strategic review process encompassed a thorough analysis and evaluation of the prospects and options available to AXMIN, including the potential sale of AXMIN or its assets, the acquisition by AXMIN of another company or business, a business combination, merger or amalgamation, or any other alternative that may be identified.

In the event the exclusivity period expires without Toro Gold completing its equity financing, AXMIN will assess and review the prospects and options available to AXMIN. While Toro Gold has indicated a willingness to consider alternative transaction structures, there can be no assurance that any transaction (whether or not with Toro Gold) will be available and if available, will be completed or as to the consideration that AXMIN shareholders may receive under any such transaction.


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, Sierra Leone and Senegal. For more information regarding AXMIN visit our website at www.axmininc.com.

About Toro Gold

Toro Gold Ltd. is a private gold exploration and development company focussed on sub-Saharan Africa with a specific emphasis in equatorial Africa. Toro Gold Ltd has been established around an experienced management team with significant pan-African exploration, development and operational success. Toro Gold is seeking to establish a mid-tier gold development and production company through a combination of acquisition and organic growth. Toro Gold Ltd. has its registered address at PO Box 100, Sydney Vane House, Admiral Park, Guernsey. GY1 3EL. and is registered in Guernsey under registered number: 50076. More information can be found at www.torogold.com.

For additional information please contact AXMIN Inc.:



Mario Caron

President & CEO

Direct T:416 368 0993 ext 223


Judy Webster

Manager Investor Relations

T: 416 368 0993 ext 221


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.

This press release includes certain "Forward-Looking Statements." All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the completion of the Transaction and the Financing, the anticipated and actual terms and conditions of the Transaction and any definitive agreements entered into in connection with the Transaction and future plans and objectives of AXMIN, 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 are disclosed under the heading "Risk Factors" and elsewhere in AXMIN 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 as a result of new information, future events or otherwise, except as required by applicable law.