News ReleasesJun 03, 2010 Axmin announces afnat shareholder approval of transaction and proposed change of management and directors of axmin Toronto, Ontario – Jun 03, 2010, AXMIN Inc. (AXM-TSX Venture) is pleased to announce that the shareholders of AfNat Resources Limited ("AfNat") have approved the acquisition by AXMIN of all the outstanding securities of AfNat by way of a scheme of arrangement under the laws of Bermuda (the "Transaction"). The Transaction is subject to a number of conditions including the approval of the TSX Venture Exchange ("TSXV"), regulatory approvals and the sanctioning of the scheme by the Supreme Court of Bermuda. Assuming the receipt of all required court and regulatory approvals and assuming satisfaction of all conditions to the Transaction it is anticipated that the Transaction will close in mid to late June 2010. There can be no assurance that the Transaction or any other transaction will be completed by such date or at all. In consideration for the acquisition by AXMIN of the issued and outstanding securities of AfNat under the Transaction, AXMIN will issue an aggregate of 206,267,333 common shares of AXMIN and 14,961,345 common share purchase warrants to holders of AfNat securities. The exercise price and expiry dates of the common shares purchase warrants to be issued by AXMIN are as follows:
After giving effect to the transaction at the time of closing, AXMIN will have 514,247,324 common shares outstanding and have 68,933,012 options and warrants outstanding to acquire up to 68,933,012 common shares. Pursuant to the terms of the Transaction, AXMIN has agreed to effect a Change of Management (as such term is defined in the rules of the TSXV), which will result in a reconstitution in both the senior management and the board of directors of AXMIN so that control and direction over AXMIN’s business and affairs is predominantly in the hands of persons who, before the reconstitution, were not senior officers or directors of AXMIN. Subject to shareholder approval (which AXMIN intends to obtain by way of written consent of shareholders who own at least 50.1% of the outstanding common shares of AXMIN), approval of the TSXV and subject to completion of the Transaction, the change in management of AXMIN will occur immediately following the conclusion of AXMIN’s annual and special meeting of shareholders on June 29, 2010. Accordingly, provided the Transaction is completed, it is anticipated that Messrs. Jean Claude Gandur, Robert Jackson, Francois Jaclot and Anthony Walsh will resign from the Board; the Board will be increased to seven (7) directors and Mr. George Roach will be appointed President and Chief Executive Officer of AXMIN replacing Mr. Mario B. Caron. The following table sets out the name of each person proposed to be a director of AXMIN, any position held with AXMIN, the date on which she/he was first elected or appointed a director of AXMIN, and the approximate number of common shares of AXMIN beneficially owned, directly or indirectly, or over which she/he exercises control or direction as at June 2, 2010. The principal occupation for the preceding five years has been disclosed for the new directors Ms. Ozge Erdem and Messrs. Alexander Dann, Robert Metcalfe, George Roach and David de Jongh Weill.
The information as to shares beneficially owned, controlled or directed, not being within the knowledge of AXMIN has been furnished by the respective proposed directors individually. About AXMIN 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 .About AfNat AfNat Resources Limited is a Bermuda incorporated company listed on the Alternative Investment Market of the London Stock Exchange. AfNat has interests in mineral exploration projects in Mozambique and Zambia and has investments in Copper Development Corporation, a private company with a controlling stake in the Hinoba-an Copper Project in the Philippines. More information on AfNat can be found at www.afnatresources.com.
For additional information please contact AXMIN Inc.:
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, 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. |