TORONTO, May 24, 2013 /CNW/ - Dickson Resources Limited (" Dickson") announces that it has acquired an additional 29,200,000 units (the " Units") of AXMIN Inc. (" AXMIN") at a price of C$0.15 per Unit in connection with the closing of the second tranche of a private placement (the " Offering") previously announced in the press release of AXMIN on March 27, 2013. Each Unit consists of one common share of AXMIN (a " Unit Share") and one-half of one common share purchase warrant (" Warrants") with each whole warrant entitling Dickson to acquire at any time until May 24, 2015, one common share (a " Warrant Share") of AXMIN for C$0.15.
On March 26, 2013, Dickson entered into a subscription agreement (the " Agreement") with AXMIN whereby Dickson agreed to subscribe for an aggregate of 45,000,000 Units at a price of C$0.15 per Unit by way of a two stage private placement. Dickson acquired 15,800,000 Units under the first tranche of the Offering for gross proceeds of C$2.37 million on April 10, 2013 (the " Initial Closing").
Closing of the second tranche (the " Second Closing") required, among other things, the requisite shareholder approval (the " Shareholder Approval") of 50.1% of the votes cast at a Special Meeting of Shareholders of AXMIN (the " Meeting"). The Shareholder Approval was obtained on May 23, 2013.
The 29,200,000 Unit Shares issued to Dickson upon the Second Closing, when added to the 15,800,000 Unit Shares issued to AXMIN on the Initial Closing, represents approximately 41.3% of the outstanding common shares of AXMIN as of the date hereof on a non-diluted basis (assuming no other common shares are issued and no Warrants are exercised). The 14,600,000 Warrants (the " Second Tranche Warrants") issued upon the Second Closing represent approximately 55% of the outstanding Warrants. When the Second Tranche Warrants are added to the 7,900,000 Warrants issued on the Initial Closing, Dickson holds in the aggregate, 22,500,000 Warrants representing approximately 85% of the outstanding Warrants.After giving effect to the Initial and Subsequent Closing, the 45,000,000 Unit Shares and 22,500,000 common shares of AXMIN underlying the Warrants represents approximately 51.35% of those outstanding as of the date hereof, on a partially diluted basis (assuming no other common shares are issued and no convertible securities are exercised).