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April 10, 2013


Toronto, Ontario – April  10, 2013 – AXMIN Inc
.(TSX VENTURE: AXM) ("AXMIN" or the "Company") is pleased to announce that it has closed the first tranche of the previously announced private placement (the “Offering”) of 16,466,666 Units for gross proceeds of approximately C$2.47 million. The remaining C$4.38 million (the "Escrow Amount") has been placed in escrow by the subscriber Dickson Resources Limited (“Dickson”). Each Unit consists 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 conditions set out in the Agreement are satisfied on or before June 7, 2013 (the "Outside Date") the second tranche of the Offering, consisting of 29,200,000 Units 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 second tranche 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.

George Roach, the President, Chief Executive Officer (“CEO”) and Director, and David de Jongh Weill, the Chairman and Director, have each purchased 333,333 Units for approximately $50,000 in the first tranche of the Offering and on the same terms and conditions as the Offering.

As per terms of the Agreement, AXMIN has procured 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.

The common shares and warrants are subject to a four month hold period, expiring on August 11, 2013. Post-completion of the first tranche of the Offering AXMIN will have at total of 79,740,881 common shares issued and outstanding. 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.

President and CEO of AXMIN, Mr. George Roach, comments, “This is further confirmation of the validity of AXMIN’s legally binding contractual agreements with the State and the will of the CAR transitional government both to honour those agreements and to create an environment in which we will be able to develop the Passendro Mine.”


AXMIN is a Canadian exploration and development company with a strong focus on central and West Africa. AXMIN is posiioned 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.

George Roach

President & CEO
Direct T:+44 779 626 3999

Judy Webster
Vice President 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 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.