AXMIN Enters Into Subscription Agreement With Dickson Resources Limited

AXMIN Inc. (TSX VENTURE:AXM) ("AXMIN" or the "Company") is pleased to announce
that it has entered into a binding 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 common shares of the Company (the "Offered
Shares") at a price of C$0.15 per Offered Share. The first tranche of the
Offering will consist of 15,800,000 Offered Shares for gross proceeds of
approximately C$2.37 million on terms set out below. This represents a 25%
premium on AXMIN's current share price. 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 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
Shares, requires the requisite shareholder approval of 50.1% of the votes cast
at a Special Meeting of Shareholders (the "Meeting") to be held on or 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.


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.


President and CEO of AXMIN, Mr. George Roach, comments, "We are pleased that
following months of rigorous negotiations the Company has successfully brought
to the table a major investor who has both the financial resources and extensive
international mining expertise to ensure that the Passendro Gold mine is
developed. This mutually beneficial transaction offers Dickson exposure to a
robust near-production gold project with exceptional exploration upside and
gives AXMIN the stability it needs during the debt lenders final due diligence
process.


"As much as I look forward to working with the Dickson team and the new combined
board of directors, I further welcome the reassurance from a CAR Government
Spokesperson that the Company's tenements, licenses and agreements are valid and
will be respected by the new Government, and that the Government remains
committed to facilitating a stable environment as quickly as possible to allow
AXMIN to proceed to completion of the debt finance arrangements that are on hold
during the current Force Majeure. I feel it opportune to remind our Shareholders
that in our opinion, Passendro Project in the Central African Republic remains
one of the most financially robust "ready to build" projects available in Africa
today."


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
AXMIN (TSXV:AXM)
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