News ReleasesDec 22, 2006 Axmin Inc announces exercise of over-allotment option NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW. Toronto, Ontario – Dec 22, 2006, AXMIN Inc. (AXM-TSX Venture) announced today that on December 21, 2006 the underwriters fully exercised their over-allotment option to purchase an additional 5,500,000 common shares of AXMIN at $0.95 per common share. AXMIN had previously granted the underwriters an option to purchase up to an approximately additional 15% of the common shares offered under the previously announced offering of 37,000,000 common shares of AXMIN at $0.95 per common share pursuant to a short form prospectus filed with securities regulatory authorities in each of the provinces of Ontario, Alberta, British Columbia and Manitoba to cover over-allotments and for market stabilization purposes. Including the over-allotment shares, 42,500,000 shares of AXMIN will be sold pursuant to the final short-form prospectus filed with securities regulatory authorities in each of the provinces of Ontario, Alberta, British Columbia and Manitoba on December 19, 2006, resulting in gross proceeds to AXMIN of approximately $40,375,000. The offering is made by a syndicate of underwriters co-led by RBC Capital Markets and BMO Capital Markets and including Haywood Securities and Canaccord Adams. The offering is expected to close on or about December 29, 2006. Addax Mining Holdings BV, a subsidiary of The Addax & Oryx Group, currently holds approximately 42% of AXMIN’s outstanding common shares and has agreed to subscribe for a minimum of its pro rata amount of the offering. Net proceeds of the offering will be used to fund completion of the definitive feasibility study on the Passendro gold project as well as ongoing resource and exploration work in each of the Central African Republic, Mali and Sierra Leone. Any additional net proceeds will be used for working capital and general corporate purposes. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from registration requirement. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. AXMIN is a mineral exploration company with a strong focus on gold in highly prospective properties across central and west Africa. For more information regarding AXMIN visit our website at www.axmininc.com. Safe Harbour Statement Certain statements contained herein, as well as oral statements that may be made by the company or by officers, directors or employees of the company acting on the company's behalf, that are not statements of historical fact, may constitute "forward-looking statements" and are made pursuant to applicable and relevant national legislation (including the Safe-Harbour provisions of the United States Private Securities Litigation Reform Act of 1995) in countries where AXMIN is conducting business and/or investor relations. Forward-looking statements, include, but are not limited to those with respect to the price of gold, the estimation of mineral reserves and resources, the realization of mineral reserves estimates, the timing and amount of estimated future success of exploration activities, AXMIN’s hedging practices, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risk, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "does not expect", "is expected", "budget", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or equivalents or variation, including negative variation, of such words and phrases, or state that certain actions, events or results, "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, possible variations in grade and ore densities or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, delays in obtaining government approvals or financing or in completion of development or construction activities. Although AXMIN has attempted to identify important factors that could cause actual actions, events or cause actions events or results not to be anticipated, estimated or intended, there can be no assurance that forward looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Except as may be required by applicable law or stock exchange regulation, the company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events. Accordingly, readers should not place undue reliance on forward-looking statements. # # # The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.
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