Proposed transaction with AXMIN Inc.


 

TIDMAFNR 
 
RNS Number : 8072I 
AfNat Resources Limited 
18 March 2010 
 

 
 
For immediate release 
                                                                   18 March 2010 
 
 
                            AfNat Resources Limited 
                           ("AfNat" or the "Company") 
 
        Exclusive Negotiations for a Proposed Transaction with AXMIN Inc. 
 
AfNat (AIM.AFNR) is pleased to announce that the Company has signed a Letter of 
Intent ("LOI") with AXMIN Inc ("AXMIN") (TSX Venture: AXM), a Canadian 
exploration and development company with a strong focus on central and west 
Africa. 
 
The LOI sets out AXMIN's non binding proposal to acquire all of the issued and 
outstanding securities of AfNat (the "Transaction"). Under the terms of the LOI, 
AfNat and AXMIN have agreed to binding mutual exclusivity provisions.  In 
consideration for the proposed acquisition, it is anticipated that AXMIN would 
issue an aggregate of 202,359,544 common shares of AXMIN to AfNat shareholders 
and an aggregate of 14,961,941 share purchase warrants to acquire common shares 
of AXMIN to former holders of convertible securities of AfNat. The number of 
common shares to be issued, and share purchase warrants to be granted, may 
change depending on the number (if any) of holders of convertible securities of 
AfNat who exercise their convertible right prior to completion of the 
Transaction. 
 
It is anticipated that upon the successful completion of the proposed 
Transaction the existing AfNat shareholders will hold in the aggregate 
approximately 39.6% of the issued and outstanding shares of AXMIN (or 41.2% 
approximately on a partially -diluted basis).. 
 
The Transaction is expected to be effected by a scheme of arrangement under the 
laws of Bermuda and will be subject to, inter alia, the approval of the TSX 
Venture Exchange as well as board, shareholder and regulatory approvals and the 
sanctioning of the scheme by the Supreme Court of Bermuda. The Transaction will 
not be subject to the UK City Code on Takeovers. After the successful completion 
of the Transaction, AfNat will be a wholly owned subsidiary of AXMIN. 
 
Assuming a binding agreement in respect of the Transaction is executed, AfNat 
will send to its shareholders a circular explaining the effect of the 
transaction on its shareholders and convene a meeting of its shareholders to 
approve the Transaction. 
David Weill, Chairman of AfNat, said: "We are pleased that the negotiations with 
AXMIN have moved to a detailed and formalised LOI. This is very encouraging for 
both parties and we are confident that the LOI provides a sufficient framework 
that allows both parties to enter into a final agreement in a timely manner. 
AXMIN is one of the few companies that has a potential to develop multiple gold 
mines in central and west Africa. We believe the Transaction will create a 
company with a strong balance sheet and the ability to realize the value of the 
assets held by AXMIN. Furthermore, the transaction, if successfully concluded, 
offers AfNat shareholders direct exposure to mature gold exploration and 
opportunity for early production as a part of AfNat's strategy to consider 
potential companies focused on other types of natural resources". 
 
 
 
 
Further details on AXMIN 
 
AXMIN is a gold exploration company with a track record of finding and 
developing mines in Africa. Its strategy is to focus on newly democratic 
countries where it has the opportunity to acquire highly prospective ground as 
an early entrant. The company has a substantial depth of African experience both 
through its team of explorers and its major shareholder, The Addax and Oryx 
Group. 
 
AXMIN holds the premier land position in the Central African Republic (CAR) with 
five permits totaling over 2,900 sq km, with its most advanced being the 
Passendro Gold Project located in the centre of its 140 km long Bakala-Bambari 
permits. More information regarding AXMIN can be found at www.axmininc.com. 
 
 
Enquiries: 
AfNat Resources Limited 
David Weill, Chairman 
Tel: +44 (0) 20 7881 0180 
 
Nominated Adviser, Seymour Pierce Limited 
Nicola Marrin/Catherine Leftley 
Tel: +44 (0) 20 7107 8000 
 
ENDS 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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