TORONTO, ONTARIO--(Marketwire - June 10, 2011) - AXMIN Inc. (News - Market indicators) ("AXMIN" or the "Company") is pleased to announce that subsequent to its press release of March 1, 2011 regarding the spin-off of the Company's Sierra Leone assets, which include the Komahun Gold Project, the Company has entered into an amalgamation agreement dated June 9, 2011 (the "Definitive Agreement"). Highlights of the Definitive Agreement include:

• Nimini Gold Holdings Corp., a wholly-owned subsidiary of AXMIN, will undertake a private placement to raise a minimum of C$5 million in conjunction with the Qualifying Transaction, and a portion of the proceeds will be used to fund the repayment of the loan payable to AXMIN for expenditures incurred in Sierra Leone for exploration prior to the financing. 

• On the closing of the Qualifying Transaction, AXMIN will receive 30 million shares and 15 million warrants of the Resulting Issuer, representing a minimum of 60% of the shares of the Resulting Issuer on a non-diluted basis and assuming completion of the private placement.

• AXMIN intends, subject to approval by the TSX Venture Exchange, to distribute a portion of its interest in the Resulting Issuer to AXMIN shareholders, with AXMIN maintaining an approximate 40% interest following such distribution.

President and CEO of AXMIN, Mr. George Roach, comments, "As the spin-off of our Sierra Leone assets nears completion and with the announcement of the initial drilling results confirming the resource upside potential at Komahun, we are confident that the true value of these assets will be realized for our shareholders."

AXMIN / Fuller Definitive Agreement Details

Subsequent to the Letter of Intent dated February 28, 2011 (the "LOI"), Fuller, 7854811 Canada Inc. ("Subco"), a wholly-owned subsidiary of Fuller Capital Corp. ("Fuller"), AXMIN and Nimini Gold Holdings Corp. ("Nimini") have entered into an amalgamation agreement dated June 9, 2011 (the "Definitive Agreement"). Pursuant to the Definitive Agreement, Subco will amalgamate with Nimini to form an amalgamated company ("Amalco") which will become a wholly-owned subsidiary of Fuller (the "Resulting Issuer") upon the completion of the transaction (the "Amalgamation"). In connection with the Amalgamation, Fuller, a corporation currently existing under the laws of the Province of British Columbia will change its name to Nimini Gold Corp. or such other name as the board of directors may approve and will also continue under the laws of Canada. Fuller is a capital pool company listed on the TSX Venture Exchange. The Amalgamation will complete the previously announced qualifying transaction of Fuller (the "Qualifying Transaction").

Shareholders of Fuller are not required to approve the Amalgamation or the Definitive Agreement. Shareholders of Fuller have previously approved certain ancillary matters, including the name change and the continuation at the Annual and Special Meeting of Shareholders held on April 29, 2011.

Nimini is a holding company that will immediately prior to the date of the Amalgamation own directly or indirectly AXMIN (SL) Ltd. and Nimini Mining Limited, both currently indirect wholly-owned subsidiaries of AXMIN, which hold a 100% interest in AXMIN's mineral projects in Sierra Leone. These include the Nimini East and West Exploration Licences and the Matokota Exploration Licence (collectively, the "Project"). In December 2010, the Matotoka exploration licence was renewed for a period of two years until December 2012. Additionally in April 2011 the Nimini Hills East and West exploration licences were granted for a two year period, until March 2013. 

The Project is situated in the central-west Kono region of Sierra Leone, some 330 km east of the capital Freetown. AXMIN's principal asset is the Komahun Gold Project ("Komahun") which is located within the wholly-owned Nimini Hills West Licence. Komahun has an Indicated Mineral Resource of 370,000 tonnes grading 9.1 g/t Au (110,000 ounces) and an Inferred Mineral Resource of 3.1 million tonnes grading 4.3 g/t Au (435,000 ounces). The remaining licences in Sierra Leone, being Nimini Hills East and Matotoka each are at an early stage of exploration.

In conjunction with the Qualifying Transaction, Nimini will undertake a financing to raise gross proceeds of no less than C$5 million through a private placement of subscription receipts at C$0.50, each such subscription receipt automatically exchangeable, subject to the satisfaction of certain conditions, for one unit. One Unit consisting of one (1) common share of the Resulting Issuer (the "Shares") and one half of one (1/2) warrant to acquire a common share of the Resulting Issuer for a period of two (2) years for $0.75 per common share (the "Warrants"). Proceeds from the private placement will be deposited with an escrow agent, and will be released to Nimini upon satisfaction or waiver of all conditions precedent in the Definitive Agreement to complete the Qualifying Transaction. The proceeds will be used to fund the repayment of the loan payable to AXMIN on account of expenditures incurred in Sierra Leone (approximately US$1.84 million outstanding as at May 31, 2011, such amount subject to increase until the effective date of the Amalgamation) and for exploration and development costs on the Project and general working capital. The private placement of subscription receipts will be led by Paradigm Capital Inc. and is expected to close on or around July 7, 2011.

Under the terms of the Definitive Agreement, among other things, at the effective time of the Amalgamation each Nimini common share (including those issued pursuant to the private placement) and Nimini warrant (including those issued pursuant to the private placement) shall become one (1) common share and one (1) warrant of Fuller, respectively and Amalco (Nimini Gold Holdings Inc.) will become a wholly-owned subsidiary of Fuller.

In connection with the Qualifying Transaction AXMIN will receive 30 million Shares and 15 million Warrants, and will own a minimum of 60% of the shares of the Resulting Issuer on a non-diluted basis. It is expected that upon completion of the Qualifying Transaction, and subject to approval of the TSX Venture Exchange, AXMIN will distribute a portion of the Resulting Issuer Shares to AXMIN shareholders, such that after giving effect to such distribution AXMIN will retain an approximate 40% interest in the Resulting Issuer on a non-diluted basis.

Following the close of the transaction the following persons are expected to be insiders of the Resulting Issuer: Messrs. Francois Auclair, Mario Caron, Yves Grou, David Patterson, George Roach, Colin Watt and David de Jongh Weill. The closing of the Qualifying Transaction is expected to occur in July 2011 and is subject to a number of conditions, including but not limited to, acceptance and regulatory approval by the TSX Venture Exchange. There can be no assurance that the transaction will be completed as proposed or at all.

Paradigm Capital Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the proposed transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the proposed transaction or the likelihood of completion.

Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative. The Definitive Agreement and certain documents will be filed with the applicable securities regulators and will be available at www.sedar.com under Fuller's profile.

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, Mali, Mozambique, Sierra Leone 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, to revalidate the BFS and to satisfy the terms of the Mining Licence as negotiated, 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.