Axactor SE

Prospectus • Oct 21, 2014

NMG: Approved Prospectus

NMG: Approved Prospectus

Reference is made to the stock exchange announcement by Nickel Mountain

Group AB (the "Company" or "NMG") on 10 October 2014 regarding minutes

from an extraordinary general meeting which included, among other

resolutions, the approval of a fully underwritten share issue of

approximately NOK 68 million (the "Rights Issue").

The Financial Supervisory Authority of Sweden approved the prospectus

prepared by the Company covering the Rights Issue on 20 October 2014.

Following standard notification procedures between the Financial

Supervisory Authority of Sweden and the Financial Supervisory Authority

of Norway, the prospectus also constitutes a listing prospectus under

Norwegian securities legislation.

The Rights Issue comprises an offering of 68,107,020 new shares at a

subscription price of NOK 1.00, with tradable subscription rights,

corresponding to gross proceeds of approximately NOK 68 million. The

Rights Issue will be directed towards the Company's shareholders as of

close of the Oslo Stock Exchange on 17 October 2014, as registered in

Euroclear and the Norwegian Central Security Depository (VPS) on 21

October 2014 who are not resident in a jurisdiction where such offering

would be unlawful, or for jurisdictions other than Norway and Sweden,

which would require any filing, registration or similar action.

Regarding further restrictions in respect of who may be allocated or

permitted to acquire or exercise Subscription Rights/subscribe for New

Shares, reference is made to section 5.8 "Subscription Rights" and

Section 5.25 "Offer Restrictions" in the Prospectus.

Subscription period:

From and including 23 October 2014 to 6 November 2014 at 16:30 hours

(CET).

Subscription Price:

The subscription price in the Rights Issue is NOK 1.00 per New Share.

Subscription Rights:

The Subscription Rights will be fully tradable and listed on the Oslo

Stock Exchange with ticker code "NMG T". The trading period for the

Subscription Rights is from and including 23 October 2014 to 4 November

2014 at 16:30 hours (CET).

The Subscription Rights are expected to have an economical value. Please

note that Subscription Rights that are not used to subscribe for New

Shares before the end of the Subscription Period or sold before 16:30

hours (CET) on 4 November 2014 will lapse without compensation and

consequently be of no value.

The Rights Issue is fully underwritten by the Company's largest

shareholder and a group of institutional investors and family offices.

For further information regarding the underwriter agreement, please see

section 5.19 "The Underwriting and the Underwriting Syndicate" in the

Prospectus.

The Rights Issue is managed by Carnegie AS.

The Prospectus together with the Subscription Form will be available at

www.nickelmountain.se and www.carnegie.no, and will also be available

free of charge at the business offices of the Company and Carnegie.

Norwegian investors with a VPS account can in addition subscribe for New

Shares online at www.carnegie.no.

This information is subject of the disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act.

For and on behalf of the Board of Directors of Nickel Mountain Group AB:

Torbjörn Ranta

Managing Director

For more information, please contact:

Torbjörn Ranta

Managing Director

Tel: +46 8 402 28 00

Mobile: +46 708 855504

E-mail: torbjorn.ranta@nickelmountain.se

Cautionary Statement: Statements and assumptions made in this document

with respect to Nickel Mountain Group AB's ("NMG") current plans,

estimates, strategies and beliefs, and other statements that are not

historical facts, are forward-looking statements about the future

performance of NMG. Forward-looking statements include, but are not

limited to, those using words such as "may", "might", "seeks",

"expects", "anticipates", "estimates", "believes", "projects", "plans",

strategy", "forecast" and similar expressions. These statements reflect

management's expectations and assumptions in light of currently

available information. They are subject to a number of risks and

uncertainties, including, but not limited to, (i) changes in the

economic, regulatory and political environments in the countries where

NMG operates; (ii) changes relating to the geological information

available in respect of the various projects undertaken; (iii) NMG's

continued ability to secure enough financing to carry on its operations

as a going concern; (iv) the success of its potential joint ventures and

alliances, if any; (v) metal prices, particularly as regards nickel. In

the light of the many risks and uncertainties surrounding any mineral

project at an early stage of its development, the actual results could

differ materially from those presented and forecast in this document.

NMG assumes no unconditional obligation to immediately update any such

statements and/or forecasts.