|By Marketwired .||
|December 27, 2013 10:52 AM EST||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 12/27/13 -- Shirong Xia announces that he has entered into a share purchase agreement (the "Agreement") with Dickson Resources Limited ("Dickson") whereby Mr. Xia will acquire control of Dickson by acquiring 63% of the outstanding shares of Dickson for the price of CAD$1,559,250.
Dickson currently holds 45,000,000 common shares ("Common Shares") of AXMIN Inc. ("AXMIN") which represents approximately 41.32% 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 cash consideration represents approximately a 10% premium to the 20-day volume weighted average price of the Common Shares on the TSX Venture Exchange for the period ending December 23, 2013.
Dickson also holds 22,500,000 warrants of AXMIN (the "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. The Warrants held by Dickson represent approximately 78% of the outstanding Warrants.
The 45,000,000 Common 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.
The acquisition of the securities of Dickson by Mr. Xia are for investment purposes only.
The securities of Dickson were purchased in reliance on the exemption from the prospectus requirement set out in section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions.
Cautionary Language and Forward-Looking Statements
Neither the TSX Venture Exchange, nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release. This press release includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical facts, that address future exploration drilling, exploration activities, anticipated metal production, internal rate of return, estimated ore grades, commencement of production estimates and projected exploration and capital expenditures (including costs and other estimates upon which such projections are based) and events or developments that Dickson expects, are forward-looking statements. Although Dickson believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include: metal prices; exploration successes; continued availability of capital and financing; and general economic, market or business conditions. Accordingly, readers should not place undue reliance on forward-looking statements.
Name and Address of Offeror:
Room 503, Unit 13, No. 300 of Long Jiang Road
Yang Pu District, Shanghai