AXM AXMIN INC

AXMIN Inc. (TSX VENTURE:AXM) ("AXMIN" or the "Company") announces that AXMIN's
major shareholder, Dickson Resources Limited ("Dickson"), has agreed to provide
the Company with a revolving line of credit (the "Loan") in the principal amount
of Cdn$250,000 ("Credit Limit"). Any request for an advance may be made from
time to time and in such amounts as the Company may choose; provided any
requested advance will not, when added to the outstanding principal balance of
all previous advances, exceed the Credit Limit. All sums advanced bear interest
from the date each advance is made until paid in full at the rate of ten percent
(10%) per annum, simple interest. All principal and interest is repayable within
24 months of the date of the first advance (the "Maturity Date"). The Company
may make early repayment of the Loan at any time prior to the Maturity Date
without any prepayment penalty.


In the event of a Change of Control, the sums advanced and any accrued interest
is repayable on the effective date of the Change of Control whereby a "Change of
Control" is defined as: i) any person or group of persons are acting jointly or
in concert acquiring, directly or indirectly, in a single transaction or a
series of transactions, beneficial ownership or control or direction over thirty
percent (30%) or more of the outstanding voting securities of the Company; or
ii) any merger, amalgamation, arrangement or other reorganization by the Company
with another person or corporation that is not, prior to the merger,
amalgamation, arrangement or reorganization, an affiliate of the Company and in
which voting securities of the Company possessing more than fifty percent (50%)
of the total combined voting power of the Company's outstanding securities are
transferred to a person or persons different from the persons holding those
securities immediately prior to such transaction and the composition of the
board of directors (the "Board") following such transaction is such that the
directors of the Company prior to the transaction constitute less than fifty
percent (50%) of the Board's membership following the transaction. 


The proceeds will be used for working capital and general corporate purposes. 

AXMIN's Chairman and CEO, Lucy Yan, comments: "On behalf of the board of
directors and the management, I would like to thank Dickson for its continuous
support of the Company."


Dickson currently holds 45,000,000 common shares of AXMIN ("Common Shares"),
representing approximately 41.3% of the issued and outstanding Common Shares as
of the date hereof on a non-diluted basis and is a "related party" of AXMIN
within the meaning of Multilateral Instrument 61-101 Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). As such, the Loan
constitutes a "related party transaction" within the meaning of MI 61-101. The
Company is relying on an exemption from the minority approval requirement that
applies to related party transactions, which exemption is available to the
Company as (i) the Loan comprises a loan or credit facility obtained on
reasonable commercial terms that are not less advantageous to the Company than
if the loan or credit facility were obtained from a person dealing at arm's
length with the Company; (ii) the Loan is not convertible into equity or voting
securities of the Company or a subsidiary of the Company; and (iii) the Loan is
not repayable as to principal or interest in equity or voting securities of the
Company or a subsidiary of the Company. 


The Loan agreement has been reviewed by the Board and was approved by all
independent directors of the Board. Lucy Yan was the Chairman of the board of
directors of Dickson until December 24, 2013 and accordingly abstained from
voting with respect to the Loan. Ms. Yan does not currently hold any securities
of the Company and it is not anticipated that the Loan will result in any
securities of the Company being owned by Ms. Yan. The directors eligible to vote
on the approval of the Loan have determined that it is in the best interests of
the Company to gain access to the funds pursuant to the Loan and have determined
that it is reasonable for the Loan to close in fewer than 21 days from the
announcement of the Loan. 


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, east and West Africa. AXMIN intends to build on its projects in Senegal
and Mozambique, as it continues to monitor the political situation at its
Feasibility Stage Passendro Gold Project in the Central African Republic. For
more information regarding AXMIN visit our website at www.axmininc.com.


This press release includes certain "forward-looking information" within the
meaning of applicable Canadian securities legislation. All information, other
than statements of historical fact included herein, including without
limitation, information regarding future plans and objectives of AXMIN; and
information regarding the ability to develop and achieve production at Passendro
are forward-looking information that involves various risks and uncertainties.


There can be no assurance that such information will prove to be accurate and
actual results and future events could differ materially from those anticipated
in such information. 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 information 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
AXMIN Inc.
Lucy Yan
Chairman and CEO
778-373-5558
ceo@axmininc.com


AXMIN Inc.
Investor Relations
ir@axmininc.com
www.axmininc.com

AXMIN (TSXV:AXM)
Historical Stock Chart
From Oct 2024 to Nov 2024

AXMIN (TSXV:AXM)
Historical Stock Chart
From Nov 2023 to Nov 2024