TORONTO, March 27, 2013 /CNW/ - Dickson Resources Limited ("Dickson") announces that it has entered into a subscription agreement (the "Agreement") with AXMIN Inc. ("AXMIN") whereby Dickson will subscribe for an aggregate of 45,000,000 units of AXMIN (the "Units") at a price of C$0.15 per Unit by way of a two stage private placement (the "Offering"). Each Unit will consist 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 following the receipt of the Shareholder Approval (as defined below) until the date that is two years following the date of Shareholder Approval one common share (a "Warrant Share") of AXMIN for C$0.15. If the Shareholder Approval is not obtained, the warrants will expire unexercised.
Dickson will acquire 15,800,000 Units under the first tranche of the Offering for gross proceeds of C$2.37 million. 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 C$4.38 million (the "Escrow Amount") will be unconditionally released to AXMIN. 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 (the "Initial Closing") is subject to a number of conditions, including the approval of the TSX Venture Exchange. Closing of the second tranche (the "Subsequent Closing"), which includes the issuance of the remaining 29,200,000 Units, requires the requisite shareholder approval (the "Shareholder Approval") of 50.1% of the votes cast at a Special Meeting of Shareholders of AXMIN (the "Meeting") to be held before the Outside Date. An information circular regarding the Offering will be filed with securities regulators and mailed to AXMIN's shareholders prior to the Meeting and in accordance with applicable securities laws.
The 15,800,000 Unit Shares to be issued upon the Initial Closing will represent approximately 19.98% of the outstanding common shares of AXMIN as of the date hereof on a non-diluted basis upon the Initial Closing (assuming no other common shares are issued and no Warrants are exercised). The 7,900,000 Warrants to be issued on the Initial Closing will represent 100% of the outstanding Warrants. The Warrants issued upon the Initial Closing will not be exercisable into Unit Shares unless the Shareholder Approval is obtained.
Assuming the Shareholder Approval is obtained, the 29,200,000 Unit Shares to be issued upon the Subsequent Closing, when added to the 15,800,000 Unit Shares described above will represent approximately 41.6% 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") to be issued upon the Second Closing will represent 65% of the outstanding Warrants. When the Second Tranche Warrants are added to the 7,900,000 Warrants issued on the Initial Closing, Dickson will hold in the aggregate, 22,500,000 Warrants representing 100% 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 will represent approximately 51.62% 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).
The acquisition of these securities by Dickson will be for investment purposes only. Dickson currently holds no securities of AXMIN.
The Units 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.
SOURCE: Dickson Resources Limited
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