AXM AXMIN INC

AXMIN Inc. (TSX VENTURE:AXM) ("AXMIN" or the "Company") is pleased to announce
that it has amended its subscription agreement (the "Agreement") with Dickson
Resources Limited ("Dickson"), whereby AXMIN is proceeding with a private
placement to raise aggregate gross proceeds of approximately C$6.75 million by
way of a two stage private placement (the "Offering"). The Company will issue an
aggregate of 45,000,000 Units (the "Units") at a price of C$0.15 per Unit. Each
Unit will consist 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 shareholder approval is not obtained, the warrants will
expire unexercised. The first tranche of the Offering will consist of 15,800,000
Units for gross proceeds of approximately C$2.37 million on terms set out below.
This represents a 25% premium on AXMIN's share price as of March 22, 2013. The
remaining C$4.38 million (the "Escrow Amount") will be placed in escrow by
Dickson.


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 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 initial stage of the Offering is subject to a number of
conditions, including the approval of the TSX Venture Exchange. Closing of the
second tranche, which includes the issuance of the remaining 29,200,000 Offered
Units, 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.


In addition, George Roach, the President, Chief Executive Officer ("CEO") and
Director, and David de Jongh Weill, the Chairman and Director, have each agreed
to subscribe for and purchase 333,333 Units for approximately $50,000 on the
same terms and conditions as the Offering.


As per terms of the Agreement, AXMIN has agreed to procure 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.
Pursuant to the transaction, AXMIN has agreed to effect a change of board
following the Meeting at which Dickson will have nominees on the Board
representing a majority of board members. In order for the Company's Board to
meet Canadian residency requirements under the Canada Business Corporations Act,
Director, Ozge Erdem has agreed to step down as a director effective March 23,
2013. AXMIN's Board would like to thank Ms. Erdem for her guidance and
contribution during her term and wish Ozge all the best with her future
endeavours.


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.


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,
Mozambique and Senegal. AXMIN is positioned 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.


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
AXMIN Inc.
George Roach
President & CEO
+44 779 626 3999


AXMIN Inc.
Judy Webster
Vice President Investor Relations
416 368 0993 ext 221
ir@axmininc.com
www.axmininc.com

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