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Axactor SE

Annual / Quarterly Financial Statement Feb 26, 2015

3549_10-k_2015-02-26_cb2bbb51-9c91-4007-ad8d-0f007d0a964b.pdf

Annual / Quarterly Financial Statement

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Interim financial report for the 12 month period ending December 31, 2014, and for the quarter October – December 2014

Highlights during the quarter October – December 2014

  • Nickel Mountain Group AB ("NMG") held an Extraordinary General Meeting ("EGM") on October 10, 2014 during which a new Board of Directors was appointed and a fully underwritten rights issue was approved.
  • The rights issue amounted to about 68 million NOK, and the terms of the issue were 3 new shares for 1 existing share on the record day. The issue price was 1 NOK per share. The rights issue was fully underwritten and was fully subscribed to in November 2014.
  • During the autumn of 2014, the first statements of defence were received from the defendants in the civil court case initiated by NMG against its former board members. A ruling by the Stockholm District Court is expected no earlier than year-end 2015, if not into 2016.
  • The financial position and liquidity situation of the group, following the recently completed rights issue, can now be considered satisfactory for the first time in two years.
  • In October 2014, the Supreme Administrative Court issued a positive ruling, from NMG's point of view, in terms of the granted exploitation concessions for the Rönnbäcken Nickel Project ("RNP").
  • Another EGM of NMG was convened on December 17, 2014 whereby PricewaterhouseCoopers ("PwC") were elected as the new auditor of the Parent Company and of the Group.

Financial results for the 12-month period 2014 and for the quarter October – December 2014

  • The net result after tax for the 12-month period January – December 2014 amounted to MSEK –16.0 (MSEK –110.2). This corresponds to earnings per share (EPS) of SEK –0.54 (SEK –6.06).
  • The sale of former subsidiary IGE Diamond in June 2014 has positively affected the net result for the report period by approximately MSEK +2.
  • The total comprehensive loss for the full 12-month period of 2014 was MSEK –17.1 (MSEK –117.0).
  • The net result after tax for the October – December quarter of 2014 amounted to MSEK –4.2 (MSEK –20.1). This corresponds to earnings per share (EPS) of SEK –0.08 (SEK –1.11).
  • The total comprehensive loss for the quarter October - December 2014 was MSEK –5.3 (MSEK –20.8).

Key figures Nickel Mountain Group

SEK thousand Q4 2014 12 months 2014 Q4 2013 12 months 2013
Sales - - - -
Other income - 108 - 8
Total revenues - 108 - 8
EBITDA *) -2 998 -11 046 -7 888 -21 437
Impairment losses and depreciation *) -34 -155 -20 001 -20 044
Net result attributable to shareholders of parent company -4 215 -15 986 -20 010 -110 088
Investments in period (MSEK) 0,9 5,9 0,4 3,1
Cash at end of period 61 502 61 502 15 288 15 288
Interest-bearing long term debt at end of period 9 000 9 000 9 000 9 000

*) Relates only to remaining operations

Background

Nickel Mountain Group AB (publ) (NMG or "Group") is a Swedish mineral exploration and appraisal company. The Group structure consists of the Swedish parent company (NMG or "Parent Company") which in turn owns two subsidiary companies. The shares of NMG are listed on the Oslo Stock Exchange in Norway. Ticker name is "NMG". The number of shareholders is around 6,000.

The key asset of NMG is the Rönnbäcken nickel sulphide deposit ("RNP") located in Northern Sweden in Västerbotten County. The Rönnbäcken resource report by SRK Consulting (Sweden) AB was updated most recently in January 2012. The resultant technical report demonstrated an NI 43-101 compliant resource of 668.3 million tons measured and indicated resources with an average total nickel content of 0.176% of which 0.097% was nickel in sulphide (Ni-AC), and an iron content of 5.67%. For a break-down of the resource categories, please refer to the NMG website, http://nickelmountain.se/assets-operations/geology-and-resources/

NMG was previously involved also in mineral exploration activities in a number of African countries. In order to concentrate on RNP, a decision was taken to separate the African assets owned by subsidiary African Diamond AB and to distribute to shareholders pro-rata free shares in the latter. This distribution took place in June 2014. NMG is focusing on completing a PFS of RNP, and in parallel, is undertaking activities towards preparation of an application for an environmental permit according to Swedish legislation.

Results – Group

The net result of NMG from remaining operations (excluding the business segment "Diamonds" which was transferred to the shareholders of NMG in June 2014) for the 12 month period January to December 2014 amounted to MSEK –11.2 (MSEK –32.6 during the corresponding period in 2013). The sale of former subsidiary IGE Diamond AB in late June 2014 has impacted the net result by about MSEK +2. The net result from discontinued operations (business segment "Diamonds") for the 12 month period of 2014 was MSEK –4.8 (MSEK –77.6). For the last quarter October - December 2014 alone, the net result from remaining operations was MSEK –4.2 (MSEK –18.7). The result from discontinued operations for the last quarter October - December 2014 was MSEK 0 (MSEK –1.4).

Earnings per share (EPS) for the 12-month period ending December 2014 amounted to SEK -0.54 (SEK -6.06). For the last quarter October – December 2014, EPS reached SEK -0.08 (SEK -1.11).

There were no sales revenues for the reporting period (MSEK 0). Other operating income amounted to MSEK 0.3 (0), of which MSEK 0.2 (0) related to discontinued operations. For the last quarter of 2014, other operating income amounted to 0 (0).

Operating costs excluding depreciation and impairment for remaining operations amounted to MSEK –11.2 during the full twelve month period of 2014 (MSEK –21.4 in same period of 2013). Operating costs for the full financial year 2014 were burdened by significant legal costs of about MSEK 3. The main part thereof was related to the claim against former board members; this legal cost item will most likely decline in the medium and longer term. Operating costs for the quarter October – December 2014 amounted to MSEK –3.0 (MSEK – 7.9). For discontinued operations, the operating costs excluding depreciation and impairment were MSEK –1.3 during the twelve month reporting period (-0.6). For the quarter October – December 2014, the corresponding costs were MSEK 0 (-0.2).

Personnel costs are slightly positive for both the full financial year and for the last quarter. This is based on all salary costs relating to steadily employed personnel in subsidiary Nickel Mountain AB being capitalized and classified as mineral interests on the group level. Costs relating to staff in the Parent Company are treated as other external costs. The positive aspect in 2014 arises mainly as a consequence of staff changes at the end of 2013 and early in 2014 which included the resignation of the responsible manager for the nickel project. During early 2014, pension premiums paid earlier with respect to group management were repaid to NMG, and accrued pension benefits were paid out. This lead to a minor positive item arising as regards group personnel costs in 2014.

Depreciation and impairment for remaining operations were MSEK -0.2 during the first twelve months of 2014 (-20.0). For the last quarter 2014, this item amounted to MSEK 0 (MSEK -20.0). The corresponding figures for the discontinued operations were MSEK –3.7 for the 12 month report period (-111.1). During the quarter October – December 2014, the figure was MSEK 0 (MSEK -1.2).

Net financial items in remaining operations during the 12-month reporting period amounted to MSEK 0 (-0.8). For the last quarter of 2014 the corresponding figure was MSEK -1.2 (-0.5). The financial net amount for the 12 month report period and for the last quarter was positively affected by an IFRS-item amounting to MSEK 1.1. This represents a positive equity component arising as a result of the deconsolidation of the former subsidiary African Diamond AB during the year. It does not affect cash flow, but needs to be recognized in the net financial items. Also, in the last quarter of 2014, there arose an exchange rate loss amounting to MSEK -2.3 on parts of the cash held in banks. Following the completed rights issue, the major part of liquid assets at year end was held in Norwegian NOK, a currency which underwent weakening in the last part of 2014. The currency has since recovered. The net financial items were neutral in the discontinued operations both for the full financial year 2014 and for the last quarter of 2014.

There was no income tax effect for the financial year 2014 in the remaining operations. In the preceding financial year, the acquisition of a Swedish partnership resulted in a positive tax effect of MSEK +9.7 relating to the last quarter of that year.

NMG had a positive cash flow of MSEK +46.2 during the 12-month period 2014 (MSEK –53.9). The positive cash flow figure for 2014 was the result of the 68 million NOK rights issue carried out in October – November 2014. The contested pre-payment of MSEK 50 in respect of the Ghana Gold transaction in January 2013 was the main explanation for the negative cash flow figure in that year.

Cash and cash equivalents at the end of December 2014 were MSEK 61.5 compared to MSEK 15.3 at the same point in time a year earlier.

NMG's total assets at the end of December 2014 were MSEK 205.0, compared to MSEK 158.9 at the end of the same period in 2013.

Investments during the first twelve months of 2014 amounted to MSEK 5.9, mainly related to the RNP (MSEK 3.1. The corresponding figure for the fourth quarter of 2014 was MSEK 0.9 (MSEK 0.4).

Corporate

NMG, in the second half of 2014, acquired a new main owner via Norwegian entity Strata Marine & Offshore AS controlled by well-known businessman Mr. Oysten Spetalen. Strata currently controls 29.9% of the capital and votes of NMG, and voted in favor of appointing a new Board of Directors at the EGM in the autumn of 2014. Following successful completion of the new rights issue of some 68 million NOK in the last quarter of

2014, NMG has attained a satisfactory financial position. The legacy issues in connection with the very negative Ghana Gold-transaction in 2013 are now history, and in 2015 – 2016 it is anticipated that the legal claim process against the people considered responsible for that loss will come to some sort of logical end, though it could take longer. In 2014, NMG transferred the previously owned African mineral assets via a 1:1 dividend of subsidiary African Diamond AB. Following this transaction, NMG holds only Swedish subsidiaries and no foreign business operations.

Operations, Nickel

The Company is, as regards RNP, focusing on preparations for a PFS and a permit application under the Swedish Environmental Code. This permit application will be evaluated by the Environmental Court and the Company will conduct the investigations necessary for the Court's assessment. The drafting of an environmental impact assessment will require that consultations be held with affected authorities and stakeholders.

Global mining consultancy SRK Consulting (Sweden) AB ("SRK"), in 2014, conducted a review of the remaining project tasks and the time needed to complete the PFS work. By their estimate, the remaining work in an ideal world would require some 18 months given stable financing. The total cost for completion of the PFS was estimated at MSEK 62 including contingency. This estimate excludes the corporate administrative costs of NMG.

In 2014, a number of key tasks within the ongoing PFS were completed. Firstly, a re-logging program of all project drill core was carried out. This gave NMG's geology team a much better understanding of the geology of RNP and provided a large amount of additional data that was gathered as a part of the process. Also, additional flotation process trials were conducted in Finland by Outotec Oy and the consulting company Eurus Mineral Consultants (EMC) of South Africa, with the intent of optimizing the flotation process. The focus of these trials was to demonstrate that a two-stage milling process and natural pH flotation could provide similar or better results than with previously conducted flotation trials; their outcome was positive. Long-term leach tests of waste rock from RNP were initiated in 2014. These tests have now been finalized with the official reports due in the first part of 2015. The commencement of corresponding tests of tailings has been pushed forward to allow for complete analysis of the final report on the waste rock samples. Leach results have so far produced no unexpected outcomes. Certain other project tasks were also completed in 2014.

Furthermore, outside of the control of NMG, a license issue was positively resolved in the second half of 2014. The granting to NMG of three exploitation concessions by the Swedish Chief Mining Inspector created opposition within the regional reindeer husbandry collective. The granting of the concessions was appealed to the highest level, being the Supreme Administrative Court (SAC). In a final ruling dated October 2014, the SAC concluded that the license assignment was not in conflict with any rules, and was therefore upheld. This ruling concluded a lengthy legal dispute, initially started in 2010 when the first two exploitation concessions were granted to Nickel Mountain. However, NMG has also got a number of more short term exploration permits relating to the nickel project. These frequently get prolonged by the authorities at request by the license holder. Now one such prolongation has been appealed by the same project opponents.

In 2015, PFS work will initially focus on the magnetite by-product that can be recovered from the nickel flotation tailings. The intention is to clarify the potential of the by-product magnetite for producing a valueadded product for direct sale to steel producers. On the environmental side, the final reports on the abovementioned long-term leach trials are expected relatively soon. Following upon these, NMG is considering commencement of an additional batch of leach trials. NMG is also looking at the possibility to launch another series of processing trials in Finland in order to get an even better understanding of the optimal flotation scheme for RNP nickel mineralisation.

As such, the Company plans to initiate and continue with a large number of PFS-related activities in a systematic and timely manner. Priority will be given to addressing the most critical tasks first and not necessarily in the shortest possible time, but according to a critical path in order to preserve a sound financial situation.

Financial position

Cash and cash equivalents at the end of December 2014 amounted to MSEK 61.5, compared to MSEK 15.3 at the end of December 2013. Total equity at the end of the report period was MSEK 190.8 (MSEK 124.8 at end of the corresponding period in 2013), representing an equity ratio of 93 per cent (78 per cent at the end of the fourth quarter of 2013).

The Company's interest bearing long-term debt as at the end of December 2014 amounted to MSEK 9, which included an MSEK 5 convertible loan, granted by Norrlandsfonden in 2010 for the development of RNP. It is described in greater detail in note 7 to this report. In addition, there was an MSEK 4 unsecured loan for working capital purposes extended in May 2013 by Mr. Ulrik Jansson, the former Chairman of NMG. It is also described in greater detail in note 8.

Short-term loans and other short-term liabilities at the end of December 2014 amounted to MSEK 5.2 (MSEK 24.2). The higher figure at year end 2013 contains mainly interest free short-term loans of about MSEK 17, which in the spring of 2014 were converted to equity via two different conversion issues. The short-term debt as at the end of the fourth quarter of 2014 included about 1.1 MSEK of short-term interest bearing loans provided in the summer of 2014 by a number of private individuals in Norway. These interest bearing loans were fully repaid by NMG in early February 2015.

Events after the end of the report period

Following the end of the reporting period, NMG's legal representatives assessed and responded to the statements of defense from defendants in the legal claim process, which NMG initiated in relation to the Ghana Gold transaction in 2013. In addition, NMG as described above, began further work tasks within the framework of the ongoing RNP PFS. In early February 2015, the minor short-term interest bearing debt of about 1.1 MSEK secured in the summer of 2014 for working capital purposes was repaid in full. On the currency markets, the Norwegian NOK currency, in which NMG holds the major part of its liquid assets, has strengthened versus the Swedish SEK since the beginning of 2015. Lastly, the prolongation of one of NMG's exploration permits has been appealed to the courts by various project opponents. NMG believes this granted permit will be upheld, just as was the case with the exploitation concessions challenged earlier.

Group outlook

The financial situation of the Group improved dramatically following the closing of the 68 million NOK rights issue in November 2014. The net proceeds amounted to about 65 MSEK after issue costs. For the first time in two years, NMG can state that it has adequate working capital for sustaining normal business operations during the upcoming 12 month period.

Parent Company

The Parent Company's business activity is to manage the Group's operations. The result after tax during financial year 2014 amounted to MSEK –11.1 (MSEK –110.4 for financial year 2013). The corresponding result for the last quarter, October - December 2014, was MSEK –5.4 (MSEK –100.1).

Cash and cash equivalents in the Parent Company amounted to MSEK 61.4 at the end of December 2014 (MSEK 5.0).

Employees

At the end of December 2014, NMG had three employees, two men and one woman.

The NMG share

There are currently 90,809,360 outstanding shares each with a par value of SEK 0.50. There is only one type of share and all shares have equal rights. The EGM held in October 2014 also gave authorization to the Board of Directors to decide on new issues of shares or convertible debt instruments with or without a deviation from

the shareholders' preferential rights. The maximum dilution permitted according to this authorization is 50% which translates into 90,809,360 new shares given the number of shares outstanding at end of December 2014. The issue price shall, in case of a directed issue, be in line with the market price of the share with a deduction for any reasonable discount required.

Nomination Committee

As previously noted, a Nomination Committee has been appointed for presenting recommendations to the Annual General Meeting in the spring of 2015. Nomination Committee members comprise the Chairman of the Board of Nickel Mountain Group, Mr. Martin Nes, and two representatives of the two largest shareholders in the share register. These are Mr. Lars Christan Stugaard representing Strata Marine & Offshore AS and Mr. Gunnar Hvammen representing Solan AS. Martin Nes will be the Chairman of the Nomination Committee. Proposals and questions to the Nomination Committee can be forwarded to the mail address "[email protected]"

Annual General Meeting 2015 and proposed appropriation of results

The Annual General Meeting will be held on June 3, 2015 in central Stockholm in the premises of the law firm Wistrand at the address of Regeringsgatan 65 beginning at 14.00. The Board of Directors propose that no dividend be paid for the financial year of 2014.

Report dates in 2015

Publication of Annual Report for the Financial Year 2014: April 29, 2015 First Quarter Report Jan – March 2015: May 28, 2015 Half-Year Report Jan – June 2015: August 27, 2015 Nine-Month Report Jan – Sept 2015: November 26, 2015 Annual General Meeting 2015: June 3, 2015 12-Month Interim Report for Full Financial Year 2015: Will be published in February 2016. Exact date will be communicated towards the end of 2015.

This report has not been reviewed by the Parent Company's auditors.

Stockholm, February 25, 2015

For and on behalf of the Board of Directors,

Torbjörn Ranta Managing Director Nickel Mountain Group AB (publ) Hovslagargatan 5B, bv 111 48 STOCHOLM Sweden www.nickelmountain.se [email protected]

The shares of Nickel Mountain Group (publ.) are listed on the Oslo Stock Exchange, ticker symbol NMG.

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

In calculating income per share, the average number of shares during the reporting period has been used, whereas, in calculating shareholders' equity the number of outstanding shares has been used.

NMG possessed none of its own shares at the end of the reporting period. Further information regarding key ratio definitions can be obtained from the Annual Report for the Financial Year 2013.

Consolidated statement of loss 3 m 3 m 12 m 12 m
(TSEK) Note Oct - Dec
2014
Oct - Dec
2013
Jan - Dec
2014
Jan-Dec
2013
Other operating income - - 108 8
Other external expenses -3 296 -6 630 -11 380 -14 812
Personnel expenses 298 -1 258 226 -6 558
Results from equity accounted participations 11 - - - -75
Operating result before depreciation and impairment losses -2 998 -7 888 -11 046 -21 437
Depreciation/amortization and impairment loss on tangible,
intangible and financial fixed assets 4,5 -34 -20 001 -155 -20 044
Financial revenue
Financial expenses
1 103
-2 287
33
-563
3 112
-3 129
38
-788
Total financial items 3 -1 184 -530 -17 -750
Result before tax -4 216 -28 419 -11 218 -42 231
Income tax - 9 700 - 9 599
Result for the period from remaining operations -4 216 -18 719 -11 218 -32 632
Loss from discontinued operations 4,5,10 - -1 379 -4 789 -77 557
Result for the period 10 -4 216 -20 098 -16 007 -110 189
Result for the period attributable to:
Equity holders of the Parent Company -4 215 -20 010 -15 986 -110 088
Non controlling interest -1 -88 -21 -101
Result for the period -4 216 -20 098 -16 007 -110 189
Result per share before and after dilution, including discontinued operations -0,08 -1,11 -0,54 -6,06
Result per share before and after dilution, excluding discontinued operations -0,08 -1,03 -0,38 -0,08
Average number of shares (Millions) *) 54,5 18,2 29,8 18,2
3 m 3 m 12 m 12 m
Consolidated statement of comprehensive loss Oct - Dec
2014
Oct - Dec
2013
Jan - Dec
2014
Jan-Dec
2013
Result for the period -4 216 -20 098 -16 007 -110 189
Items that could be reclassified to the income statement:
Foreign currency translation differences - foreign operations -1 081 -746 -1 081 -6 856
Total other comprehensive loss -5 297 -20 844 -17 088 -117 045
Total comprehensive loss for the period attributable to:
Equity holders of the Parent Company
-5 296 -20 756 -17 067 -116 945
Non controlling interest -1 -88 -21 -101

*) In this context the average number of shares for 12 m 2013 and for Q4 2013 has been adjusted for the reversed share split 10:1 carried out on December 13, 2013.

Consolidated statement of financial position

(TSEK) Note 2014-12-31 2013-12-31
ASSETS
Fixed Assets
Intangible fixed assets
Mineral interests 111 676 110 113
Tangible fixed assets
Plant and machinery 551 246
Long-term financial fixed assets
Claim on Alluvia Mining 6 30 000 30 000
Participation in equity accounted companies 11 - 359
Other long term investments 11 359 -
Long-term receivables 31 31
Total fixed assets 142 617 140 749
Current Assets
Other receivables 696 2 626
Prepaid expenses 161 208
Cash and cash equivalents 61 502 15 288
Total current assets 62 359 18 122
TOTAL ASSETS 204 976 158 871
EQUITY
Equity attributable to equity holders of the parent company
Share capital 45 405 45 437
Other paid in capital 1 256 648 1 174 207
Reserves - 1 081
Retained earnings and profit for the period -1 111 416 -1 096 021
190 637 124 704
Non controlling interest 157 80
Total equity 190 794 124 784
Long-term Liabilities
Long-term liabilities
Convertible loan 7 5 000 5 000
Other long-term liabilities 8 4 000 4 931
Total long-term liabilities 9 000 9 931
Current liabilities
Accounts payable 1 560 2 925
Short-term loans and borrowings 9 1 099 12 927
Other liabilities 47 4 458
Accrued expenses and prepaid income 2 475 3 846
Total current liabilities 5 181 24 156
TOTAL EQUITY AND LIABILITIES 204 976 158 871
Pledged assets 31 31
Contingent liabilities - -

Consolidated statement of cash flow

Note 10

Jan-Dec Jan-Dec
(TSEK) 2014 2013
Cash flow from operations
Result after financial items -16 007 -153 875
Adjustments for non-cash items* 1 468 134 054
Income tax paid - -
Total cash flow from operations before change in working capital -14 539 -19 821
Change in working capital
Increase/decrease receivables 2 041 755
Increase/decrease in short term liabilities -4 665 3 118
Total cash flow from operations -17 163 -15 948
Cash flow used for investments
Purchase of intangible assets -5 162 -3 129
Purchase of tangible assets -691 -
Purchase of financial asset - -50 000
Sale of financial fixed assets 2 000 -
Total cash flow used for investments -3 853 -53 129
Financial activities
New share issue 74 081 -
Cost referable to fund raising -7 950 -1 530
Raised credits 1 098 16 927
Amortization of debt - -224
Total cash flow from financial activities 67 229 15 173
Change in cash and bank 46 213 -53 904
Cash and bank on 1 January 15 289 69 193
Cash and bank at the end of reporting period 61 502 15 289
*Adjustments for non-cash items
Impairment losses on intangible fixed assets 3 685 130 907
Depreciation of tangible fixed assets 180 228
Exchange loss -1 081 -6 856
Tax effext from partnership acquisition - 9 700
Share of loss on equity accounted companies - 7
5
Other -1 316 -
Total 1 468 134 054

2013 includes discontinued operations, note 10.

Consolidated Statement of changes in equity
(TSEK)
Equity related to the shareholders of the Parent Company
Share
capital
Other paid
in capital
Exchange
differences
Retained
earnings and
profit for the year
Total Non
controlling
interest
Total Equity
Balance at 1 January 2013 45 437 1 175 737 7 937 -985 860 243 251 181 243 432
Net result for the period - - - -110 088 -110 088 -101 -110 189
Other comprehensive income:
Costs related to fund raising - -1 530 - - -1 530 - -1 530
Other transactions - - - -73 -73 - -73
Translation reserve - - -6 856 - -6 856 - -6 856
Closing balance on 31 December 2013 45 437 1 174 207 1 081 -1 096 021 124 704 8
0
124 784
Balance on 1 January 2014 45 437 1 174 207 1 081 -1 096 021 124 704 8
0
124 784
Net result for the period - - - -15 987 -15 987 -20 -16 007
Comprehensive loss for the period - - -1 081 - -1 081 -1 081
Total comprehensive result 45 437 1 174 207 - -1 112 008 107 636 6
0
107 696
Set off- and new share issues 36 317 55 174 - - 91 490 - 91 490
Share capital reduction -36 349 36 349 - - 0 - 0
Cost related to fund raising - -7 950 - - -7 950 - -7 950
Dividend - - - -568 -568 - -568
Adjustment - -1 132 - 1 161 2
9
9
7
126
Closing balance on 31 December 2014 45 405 1 256 648 - -1 111 415 190 637 157 190 794

The total number of shares outstanding as at the end of December 2014 is 90,809,360.

Parent Company income statement
3 m 3 m 12 m 12 m
Oct - Dec Oct - Dec Jan - Dec Jan-Dec
(TSEK) Note 2014 2013 2014 2013
Other operating income - 6 7
5
6
Other external expenses -3 479 -6 281 -10 316 -13 266
Personnel expenses 298 -156 187 -3 350
Depreciation / impairment of financial fixed assets 4,5 - -100 379 - -100 379
Operating result -3 181 -106 810 -10 054 -116 989
Result from financial items 3
Result from participations in group companies - 7 275 - 7 275
Financial revenue 2
1
3
3
2 023 3
8
Financial expenses -2 288 -561 -3 111 -712
Total financial items -2 267 6 747 -1 088 6 601
Result before tax -5 448 -100 063 -11 142 -110 388
Income tax - - - -
Result for the period -5 448 -100 063 -11 142 -110 388
Statement of comprehensive income 3 m 3 m 12 m 12 m
Oct - Dec Oct - Dec Jan - Dec Jan - Dec
(TSEK) Note 2014 2013 2014 2013
Result for the period -5 448 -100 063 -11 142 -110 388
Other comprehensive income - - - -
Total other comprehensive income -5 448 -100 063 -11 142 -110 388

Balance sheet - Parent Company

(TSEK) Note 2014-12-31 2013-12-31
ASSETS
Tangible Fixed Assets
Long-term financial fixed assets
Receivable on Alluvia Mining Ltd 6 30 000 30 000
Shares in subsidiaries 97 247 97 247
Receivables from subsidiaries 70 468 65 091
Total fixed assets 197 715 192 338
Current Assets
Other receivables 584 8 329
Prepaid expenses 65 160
Cash and cash equivalents 61 366 5 036
Total current assets 62 015 13 525
TOTAL ASSETS 259 730 205 863
SHAREHOLDERS EQUITY
Restricted equity
Share capital 45 405 45 437
Statutory reserve 2 300 2 300
Total restricted equity 47 705 47 737
Non-restricted equity
Share premium reserve 1 239 565 1 148 042
Retained earnings -1 030 070 -911 163
Result for the period -11 142 -110 388
Total non restricted equity 198 353 126 491
Total shareholders equity 246 057 174 228
LIABILITIES
Long-term liabilities
Convertible loan 7 5 000 5 000
Interest bearing long-term liabilities 8 4 000 4 000
Total long term liabilities 9 000 9 000
Current Liabilities
Accounts payable 1 388 2 440
Short-term loans and borrowings 9 1 099 12 927
Other liabilities - 4 116
Accrued expenses 2 186 3 152
Total current liabilities 4 673 22 635
TOTAL SHAREHOLDERS EQUITY AND LIABILITIES 259 730 205 863
Pledget assets - -
Contingent liabilities - -
Parent Company Statement of changes in equity
(TSEK)
Restricted Equity
Non restricted Equity
Share
capital
Statutory
reserve
Share
premium
reserve
Retained
earnings
Result for
the period
Total Equity
Balance on 1 January 2013 45 437 2 300 1 149 572 -749 536 -161 628 286 145
Transfer of prior year's net result - - - -161 628 161 628 -
Result for the period - - - - -110 388 -110 388
Costs related to fund-raising - - -1 530 - - -1 530
Closing balance on 31 December 2013 45 437 2 300 1 148 042 -911 164 -110 388 174 227
Balance on 1 January 2014 45 437 2 300 1 148 042 -911 164 -110 388 174 227
Transfer of prior year's net result - - - -110 388 110 388 -
Costs related to fund-raising - - - -7 950 - -7 950
Dividend - - - -568 - -568
Set off- and new share issues 36 317 - 55 174 - - 91 490
Share capital reduction -36 349 - 36 349 - - -
Result for the period - - - - -11 142 -11 142
Closing balance on 31 December 2014 45 405 2 300 1 239 565 -1 030 070 -11 142 246 057

The total number of shares outstanding as at the end of December 2014 is 90,809,360.

Key ratios and share data for the consolidated group 2014 2013 2012 2011 2010
Number of outstanding shares at beginning of reporting period Number 18 174 922 18 174 922 51 928 350 1 805 618 810 795 709 953
New
share issues
Number 72 634 438 - 129 820 875 2 348 649 150 1 009 908 857
Number of outstanding shares at the end of reporting period ,* Number 90 809 360 18 174 922 181 749 225 51 928 350 1 805 618 810
Average number of shares *** Number 29 804 775 18 174 922 140 846 758 2 930 566 085 1 346 291 141
Operating result ****) TSEK -11 046 -21 437 -24 645 -62 531 -149 987
Result after tax TSEK -15 986 -110 088 -121 490 -185 944 -477 330
Operating result per share ****) SEK -0,37 -1,18 -0,17 -0,02 -0,11
Result after financial items per share ****) SEK -0,38 -2,32 -1,07 -0,19 -0,41
Result per share after tax SEK -0,54 -6,06 -0,86 -0,06 -0,35
Shareholders equity per share before dilution ,* SEK 2,10 6,87 1,34 7,61 0,22
Total Dividend (not per share) TSEK **** 568 - - - -
Price per share at the end of reporting period NOK 1,42 3 ** 0,45 1,66* 0,23

** A reversed share split of 1:10 was conducted on December 13, 2013

*** The average number of shares during the 12 m period 2013 has been adjusted for the reversed split as from the beginning of the year.

**** This dividend was a dividend in kind of the former subsidiary African Diamond AB in a relation 1:1. Per entitled share it corresponded to some SEK 0.025.

***** Relates only to remaining operations in 2013 - 2014

Notes to the financial report

1. Accounting principles

This interim report has been prepared in accordance with IAS 34 and recommendation RFR 1 of the Swedish Financial Reporting Board (RFR), and recommendation RFR 2 and the Annual Accounts Act with regard to the Parent Company. The accounting principles applied correspond to those described in the Annual Report for the Financial Year 2013.

Effective January 1, 2014, NMG applied the following new or amended IFRS's: IFRS 10 Consolidated Financial Statements and IFRS 11 Joint Arrangements are described in NMG's 2013 Annual Report. They have had no effect on the accounts. The accounting principles and calculation methods applied and utilized have otherwise remained unchanged from those applied in the Annual Report for the Financial Year 2013.

The new or amended IFRS's are not expected to have any material impact on the Group. Other changes are not expected to have any material impact on the Group or Parent Company's result of operations, financial position or disclosures. This interim report does not contain all of the information and disclosures available in the annual report and the interim report should be read together with the Annual Report for the Financial Year 2013.

2. Risks and Uncertainties

The operations of NMG involve certain significant risks, including but not limited to credit risk, foreign exchange risk, and political risk. For a complete discussion of the aforementioned risks, refer to the Company's Annual Report for the Financial Year 2013, which is available on the NMG website, (www.nickelmountain.se). In addition, a detailed risk factor account is given in the most recent rights issue prospectus of NMG also available on the website.

3. Financial items Group

Financial revenue Group
(TSEK) 2014-12-31 2013-12-31
Interests 28 24
Sales of group company 2 000 -
Exchange gains 1 084 14
Total financial revenue 3 112 38
Financial expenses
Interest -838 -647
Exchange losses -2 291 -141
Total financial expenses -3 129 -788

4. Depreciation and impairment

Impairment during the 12-month financial year of 2014 amounted to MSEK 3.7 and relates to the first quarter of the year and to diamond concessions held in South Africa (discontinued operations – see note 10). Impairment during the corresponding period in 2013 amounted to MSEK 130.9 and was mainly attributable (MSEK 110.9) to discontinued operations (note 10). The MSEK 20 impairment in the segment "Gold" in 2013 pertains to a receivable on Alluvia Mining. At end of December 2014, a new impairment test was carried out by NMG. It shows that no further value adjustments of the group's mineral interests are called for as at that date.

Depreciation for the 12-month period January to December 2014 was TSEK 180 (TSEK 228), of which TSEK 25 (TSEK 184) related to discontinued operations.

5. Segment reporting

5.
Segment reporting
Jan - Dec 2014 Total remaining Discontinued
(TSEK) Gold Nickel Other operations operations Total
Other operating income - 3
3
7
5
108 186 294
Operating result before depreciation and impairment losses
Impairment of mineral interests
-
-
-1 381
-
-9 665
-
-11 046
0
-1 091
-3 685
-12 137
-3 685
Depreciation according to plan - -155 - -155 -25 -180
Financial intems - -11 -6 -17 1
2
-5
Result before tax - -1 547 -9 671 -11 218 -4 789 -16 007
Fixed assets 30 000 112 617 - 142 617 - 142 617
Current assets - 344 62 015 62 359 - 62 359
Long-term liabilities - - 9 000 9 000 - 9 000
Short-term liabilities - 508 4 673 5 181 - 5 181
Investments - 5 853 - 5 853 - 5 853
Jan - Dec 2013 Total remaining Discontinued
(TSEK) Gold Nickel Other operations operations Total
Other operating income - - 8 8 - 8
Operating result before depreciation and impairment losses - -4 944 -16 493 -21 437 -554 -21 991
Impairment of mineral interests and claim -20 000 - - -20 000 -110 906 -130 906
Depreciation according to plan - -44 - -44 -184 -228
Financial items - -74 -676 -750 0 -750
Result before tax -20 000 -5 062 -17 169 -42 231 -111 644 -153 875
Fixed assets 30 000 106 589 561 137 150 3 599 140 749
Current assets - 489 16 346 16 835 1 287 18 122
Long-term liabilities - - 9 000 9 000 931 9 931
Short-term liabilities - 2 902 21 254 24 156 - 24 156
Investments - 3 129 - 3 129 - 3 129

6. Receivable Alluvia Mining Ltd

The Alluvia Mining receivable is related to the proposed purchase of Ghana Gold in the spring of 2013. This disastrous transaction from NMG's perspective was put forward for approval by a Shareholders' Meeting in the spring of 2013. Consideration for the purchase was supposed to consist of a MSEK 50 cash payment and 50 million newly issued NMG-shares. The transaction was never approved by the Shareholders Meeting, and therefore the transaction was supposed to be reversed according to the sales purchase agreement. To this end, a pre-payment of MSEK 50 which had already been made by NMG in January 2013, was required to be returned as the purchase was never completed. However, this did not happen, leading suspicions of fraud arising, and a criminal investigation was initiated, the results of which have not yet been officially published. In parallel, NMG shareholders appointed a new Board of Directors in August 2013. Later in the same year and repeatedly in 2014, resolutions were taken at shareholder meetings whereby compensation would be demanded from the people considered responsible for the transaction. In June 2014, NMG filed a civil law claim with the Stockholm District Court against four former board directors deemed responsible for the transaction, with NMG demanding MSEK 55 in compensation plus accrued interest from June 2014. In view of the uncertainty of the respondents' financial possibilities to pay the claimed amounts in full, the nominal value of the claim was written down to MSEK 30 in the external accounts at the end of 2013 and has thereafter not been re-valued. For reasons of prudence, the interest component in the claim is not included in the profit and loss account of the Parent Company or Group. The Board of Directors of NMG finds it reasonable to maintain a carrying value of MSEK 30 for the time being. A pre-trial hearing is expected to be held in 2015. The defendants submitted their statements of defence in the late autumn of 2014.

7. Convertible loan extend by Norrlandsfonden

In June 2010, NMG issued a convertible debenture in the amount of MSEK 5 to Norrlandsfonden, a Swedish public sector fund investing primarily in business projects in the north of Sweden. The convertible loan was issued based on the following conditions:

The maturity date of the convertible loan was set to August 31, 2018.

The loan runs with an annual interest rate of STIBOR 90 (Stockholm Interbank Offering Rate) plus an interest surcharge of 4 per cent to be paid quarterly.

The conversion price is recalculated as a result of any share issues and bonus issues etc., which implies that the current conversion price is deeply out of the money.

NMG has the right to repay the loan in cash at any time during the duration of the loan. NMG will then be forced to pay compensation for the lost interest to Norrlandsfonden of 15% (on an annual basis) on the loan amount during the period that it has been utilised by NMG.

Since the conversion price is deeply out of the money, the whole convertible loan amount is being treated on the balance sheet as a loan and not partially as equity.

8. Other long term liabilities

As a consequence of the MSEK 50 payment to Alluvia Mining in January 2013, the Group was drained of cash at the end of May 2013, creating the need for external funding. At the time, former Board member Ulrik Jansson lent MSEK 4 to NMG. The loan carries an interest of 12 per cent per annum and has a term of three years. NMG retains the right to offset this MSEK 4 loan against its claim on the former Board Members.

9. Related party transactions

Altro Invest AB, NMG's former main owner, in the fourth quarter of 2014 repaid a negative balance (debt to NMG) in an amount of some TSEK 300. Further, Renud Invest AS, a company controlled by former alternate Board Director Erlend Henriksen, extended certain minor consultancy services to NMG during summer and autumn 2014. These were settled after year-end 2014 in an amount of approximately TSEK 45. Duringbthe autumn of 2014, due diligence ("DD") work relating to NMG was undertaken by PwC (financial DD) and by Wistrand Advokatbyrå (legal DD) at the request of the new Board of Directors. Board member Per Dalemo is a lawyer at Wistrand, but the legal DD-work was conducted by other team members of this law firm.

10. Discontinued operations

The EGM held on November 22, 2013 approved in principle a proposal by the Board of Directors to separate all remaining African assets held by the group at the time, and to confer to shareholders pro-rata rights to receive said assets. During the first quarter of 2014, a new company for holding the African operations was incorporated and named African Diamond AB (ADIAM). All relevant assets in Africa were transferred to ADIAM. Following a second resolution at the EGM held on May 8, 2014, and also a third resolution at the AGM held on June 4, 2014 the ADIAM shares in June were distributed as a dividend on a 1:1 basis in proportion to the number of Parent Company shares held on the record date.

The below table shows the revenues and costs referable to the discontinued operations. These amounts have been excluded from the consolidated statement of loss for the group.

3 m
Oct - Dec
3 m
Oct - Dec
12 m
Jan - Dec
12 m
Jan - Dec
TSEK 2014 2013 2014 2013
Other operating income - - 186 -
Other external expenses - -6 -1 277 -96
Personnel expenses - -205 - -458
Depreciation/impairment of fixed assets - -1 168 -3 710 -111 090
Operating result - -1 379 -4 801 -111 644
Result from financial items
Financial revenue - - 12 -
Financial expenses - - - -
Total financial items - - 12 -
Result before tax - -1 379 -4 789 -111 644
Income tax - - - 34 087
Loss from discontinued operations - -1 379 -4 789 -77 557

The below table sows the cash flow referable to the discontinued operations. These amounts have not been excluded from the consolidated statement of cash flow.

Jan-Dec Jan-Dec
(TSEK) 2014 2013
Cash flow from operations
Result after financial items -4 789 -111 644
Adjustments for non-cash items* 3 710 111 090
Income tax paid - -
Total cash flow from operations before change in working capital -1 079 -554
Total cash flow from change in working capital 1 019 291
Total cash flow used for investments 0 0
Total cash flow from financial activities 0 0
Change in cash and bank -60 -263
Cash and bank on 1 January 60 323
Cash and bank at the end of reporting period 0 60
*Adjustments for non-cash items
Impairment losses on intangible fixed assets 3 685 110 906
Depreciation of tangible fixed assets 25 184
Other - -
Total 3 710 111 090

11. Other long term investments

With regard to the minor share interests in Nordic Iron Ore AB and Tasman Metals Ltd held by NMG at year end 2014, these interests are treated as other long-term investments and not as participation in equity accounted companies. This has had no effect on the Group result for 2013 and for 2014.

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