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May 27, 2008

AXMIN INCREASED SIZE OF NON-BROKERED PRIVATE PLACEMENT

Toronto, Ontario – May 27, 08, AXMIN Inc. (AXM-TSX Venture) wishes to announce that it has increased the size of the offering announced by press release dated May 20, 2008. The Company will be proceeding with a  non-brokered private placement of up to 25,000,000 Units in the Company at a price of Cdn$0.40 per Unit, for total gross proceeds of Cdn$10 million (the “Placement”). Each Unit consists of one common share plus one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase one additional common share of AXMIN at a price of Cdn$0.57 expiring twenty-four months after the date of its issuance. 

The Placement is subject to approval of the TSX Venture Exchange. The Placement will close in one or more tranches, the first tranche closing on or about May 30, 2008.

The Company’s major shareholder AOG Holdings BV ("AOG"), a wholly owned subsidiary of The Addax & Oryx Group Limited, is a subscriber to the Placement. For the purposes of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues the head office of AOG is Wings House, Steupelstraat 18, 3065 JE Rotterdam, The Netherlands. Before completion of the Placement AOG exercised control and direction over 80,108,237 common shares of the Company. Post completion of the Placement AOG will hold 95,108,237 common shares in the Company, representing approximately 39.5% of AXMIN’s issued and outstanding common shares, plus 7,500,000 common share purchase warrants in the Company, representing approximately 40.5% of AXMIN’s issued and outstanding common shares on an undiluted basis assuming that the common share purchase warrants are exercised in full. AOG may acquire additional securities of the Company, but has no current intention to do so.

 

The Placement is a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as AOG is a controlling shareholder of AXMIN and the Chairman of AXMIN, Jean Claude Gandur, is a senior officer and director of an affiliate of AOG. The Placement was approved by all of the non-interested directors of AXMIN, being Dr. Michael P. Martineau, Mario B. Caron, Dr. Jonathan J. Forster, Robert W. Jackson, Dr. Edward J. Reeve, Robert L. Shirriff and Anthony P. Walsh. The Placement is exempt from the related party valuation and minority securityholder approval requirements of MI 61-101 on the basis that the Placement has a fair market value of less than 25% of the market capitalization of AXMIN.

Common shares acquired under the Placement will be subject to a four-month hold period. Post completion of the Placement AXMIN will have a total of 240,613,234 common shares issued and outstanding.

About AXMIN

AXMIN, a gold exploration company, offers dynamic growth with a track record of finding and developing mines in Africa. AXMIN is one of only a few companies of comparable or even larger size that has such a potential to develop multiple gold mines in west and central Africa. For more information regarding AXMIN visit our website at www.axmininc.com.

For additional information please contact AXMIN Inc.:

Mario Caron

President & CEO

Direct T: 416 304 6608

Judy Webster

Manager Investor Relations

T: 416 368 0993

ir@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 potential mineralization and reserves, exploration results 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 and other regulatory authorities.