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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2012~~2013

Commission File No. 000-54162

LOGO

(Exact name of registrant as specified in its charter)

Canada

61-1606563

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1160 Eugenia Pl, Suite 100,

Carpinteria, California USA 93013

Tel: (805) 566 2900

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

69,834,396 shares, no par value, of the Registrant’s common stock were issued and outstanding as of ~~October~~May 2213, ~~2012~~2013.

INDEX

PART 1—FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	34
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2625
ITEM 4.	CONTROLS AND PROCEDURES	2725
PART II—OTHER INFORMATION		2826
ITEM 1.	~~LEGAL~~RISK ~~PROCEEDINGS~~FACTORS	2826
ITEM 1A.	RISK FACTORS	28
ITEM 2.	PROPERTIES	26
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	28
ITEM 3.	LEGAL PROCEEDINGS	26
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	28
ITEM 4.	MINE SAFETY DISCLOSURES	26
ITEM 4.	MINE SAFETY DISCLOSURES	28
ITEM 5.	OTHER INFORMATION	26
ITEM 5.	OTHER INFORMATION	28
ITEM 6.	EXHIBITS	27
ITEM 6.	EXHIBITS	29
SIGNATURES		28
SIGNATURES		30

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Interim Consolidated Financial Statements of

NIMIN ENERGY CORP.

As atof and for the periods ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012

Expressed in US dollars

NiMin Energy Corp.

Consolidated ~~Statement~~Statements of Net Assets as of ~~September~~March 3031, 2013 and December 31, 2012 (Liquidation Basis)

Consolidated Balance Sheet as of December 31, 2011 (Going Concern Basis)

(Expressed in U.S. dollars)

(Unaudited)


	March 31, 2013		December 31, 2012
	(Unaudited)		(Audited)
Assets
Current assets:
Cash and cash equivalents	$	8,737,220	$	9,657,306
Other accounts receivable		8,528		60,129
Income tax receivable		329,185		329,185

Total assets	$	9,074,933	$	10,046,620

Liabilities
Current liabilities:
Accounts payable	$	126,781	$	71,654
Accrued professional fees related to liquidation		1,476,385		1,481,470
Other costs related to liquidation		485,878		452,717
Asset retirement obligations		301,461		203,861

Total liabilities	$	2,390,505	$	2,209,702

Net assets in liquidation (Note 2)	$	6,684,428	$	7,836,918

Net assets in liquidation per outstanding share	$	0.10	$	0.11

	September 30,2012		December 31,2011
Assets
Current assets:
Cash and cash equivalents	$	79,204,306	$	3,811,028
Other accounts receivable		50,905		—
Trade accounts receivable		—		3,131,004
Restricted investments		3,853,002		—
Prepaid expenses and well costs		—		311,922
Crude oil inventory		—		149,553
Total current assets		83,108,213		7,403,507
Debt issuance costs		—		3,497,867
Restricted investments		—		784,261
Equipment, net		—		287,918
Crude oil and natural gas properties—full cost method
Proved properties, net		—		78,077,780
Unproved properties		—		468,042
Total assets	$	83,108,213	$	90,519,375
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	52,382	$	3,751,660
Accrued liabilities		25,919		1,253,855
Accrued professional fees related to liquidation		1,976,996		—
Other costs related to liquidation		228,237		—
Income tax liability		1,458,816		—
Asset retirement obligations		622,294		—
Commodity derivative liability		—		976,929
Current portion of long-term debt		—		4,050,000
Total current liabilities		4,364,644		10,032,444
Long-term debt		—		31,950,000
Asset retirement obligations		—		1,180,661
Options		—		136,773
Warrants		—		235,134
Total liabilities	$	4,364,644	$	43,535,012
Commitments and contingencies
Stockholders’ equity:
Common stock, no par value, unlimited shares authorized, 69,834,396 issued and outstanding as of September 30, 2012 and 69,834,396 as of December 31, 2011				108,758,460
Additional paid in capital				12,177,534
Accumulated deficit				(73,951,631	)
Total stockholders’ equity				46,984,363
Total liabilities and stockholders’ equity	$		$	90,519,375
Net assets in liquidation (Note 2)	$	78,743,569
Net assets in liquidation per outstanding share	$	1.13

See accompanying notes to consolidated financial statements.

NiMin Energy Corp.

Consolidated ~~Statements~~Statement of Operations and Comprehensive Loss (Going Concern Basis)

For the six months ended June 30, 2012 and the three and nine months ended September 30, 2011

(Expressed in U.S. dollars)

(Unaudited)

	Six monthsended June 30			Three monthsended Sept. 30			Nine monthsended Sept. 30
	Three monthsended March 31,2012
	2012			2011			2011
Crude oil and natural gas revenues	$	6,148,627
Crude oil and natural gas revenues	$	10,985,590		$	6,465,744		$	17,402,120
Expenses:
Expenses:
Operating costs		2,117,531
Operating costs		4,257,619			3,826,968			8,731,503
General and administrative		2,119,964
General and administrative		6,043,260			1,833,516			5,943,582
Depreciation, depletion, amortization, and accretion		897,825
Liquidation related expenses		7,537,423			0			0
Loss on crude oil derivative contract		685,866
Depreciation, depletion, amortization, and accretion		1,697,361			951,079			2,521,067
		5,821,186
(Gain)/Loss on crude oil derivative contract		(189,507	)		(2,589,821	)		(1,456,512	)
Income before other items		327,441
		19,346,156			4,021,742			15,739,640
Interest income		4,932
Income (loss) before other items		(8,360,566	)		2,444,002			1,662,480
Interest expense		(1,385,147	)
Interest income		10,673			10,331			37,501
Foreign exchange loss		(438	)
Interest expense		(6,443,178	)		(1,382,432	)		(4,013,122	)
Change in fair value of options		(266,023	)
Foreign exchange gain (loss)		(438	)		74,969			239,558
Change in fair value of warrants		(223,826	)
Change in fair value of options		296,519			386,090			449,266
Other		2,609
Change in fair value of warrants		235,134			2,083,820			689,766
		(1,867,893	)
Other		(22,818	)		25,232			(69,826	)
Loss before taxes		(1,540,452	)
Other Reclamation Costs		(659,115	)		0			0
Net loss and comprehensive loss		(1,540,452	)
Gain on sale of oil & gas properties and equipment		46,280,232			0			0
Basic and diluted loss per share	$	(0.02	)
		39,697,009			1,198,010			(2,666,857	)
Income (loss) before taxes		31,336,443			3,642,012			(1,004,377	)
Income tax expense		2,478,263			—			—
Net income (loss) and comprehensive income (loss)		28,858,180			3,642,012			(1,004,377	)
Basic and diluted income/(loss) per share	$	0.41		$	0.05		$	(0.02	)

See accompanying notes to consolidated financial statements.

NiMin Energy Corp.

Consolidated ~~Statements~~Statement of Cash Flows (Going Concern Basis)

For the six months ended June 30, 2012 and nine months ended September 30, 2011

(Expressed in U.S. dollars)

(Unaudited)

	Six MonthsEnded June 30,2012			Nine MonthsEnded September 30,2011
	Three monthsended March 31,2012
Cash flows from operating activities:
Net lncome (loss)	$	28,858,180		$	(1,004,377	)
Net loss	$	(1,540,452	)
Adjustments to reconcile net lncome (loss)by (used in) operating activities:
Adjustments to reconcile net loss by (used in) operating activities:
Depreciation, depletion, amortization, and accretion		1897,~~697,361~~825			~~2,521,067~~
Change in fair value of options		~~(296~~266,~~519~~023	)		~~(449,266~~	)
Change in fair value of warrants		~~(235~~223,~~134~~826	)		~~(689,766~~	)
Unrealized foreign exchange (gain) loss		—			88,436
Stock-based compensation		543,936
Gain on sale of oil & gas properties		(46,377,296	)		—
Unrealized (gain) loss on crude oil derivative contracts		344,140
Stock-based compensation		2,289,567			1,861,058
Non-cash interest expense		265,701
Unrealized (gain) loss on crude oil derivative contracts		82,731			(2,317,383	)
(Increase) decrease in assets:
Write down of fixed assets		97,064			—
Trade accounts receivable		413,466
Non-cash interest expense		3,497,867			648,125
Prepaid expenses		(54,305	)
(Increase) decrease in assets:
Crude oil inventory		68,559
Trade accounts receivable		1,061,589			(1,917,254	)
Decrease in liabilities:
Prepaid expenses		311,922			(98,582	)
Accounts payable and accrued liabilities		(696,287	)
Crude oil inventory		149,553			127,014
Net cash provided by (used in) operating activities		732,432
Increase (decrease) in liabilities:
Cash flows from investing activities:
Accounts payable and accrued liabilities		7,850,251			507,578
Purchase of and expenditures on crude oil and natural gas properties		(1,350,463	)
Asset retirement obligation		659,114			—
Sale of equipment		29,252
Net cash provided by (used in) operating activities		(353,750	)		(723,350	)
Increase in restricted investments		(143,741	)
Cash flows from investing activities:
Net cash provided by (used in) investing activities		(1,464,952	)
Purchase of and expenditures on crude oil and natural gas properties		(1,579,255	)		(17,769,293	)
Change in cash and cash equivalents during the period		(732,520	)
Sale of oil & gas properties		119,245,819			—
Cash and cash equivalents at beginning of the period		3,811,028
Purchase of equipment		—			(68,564	)
Cash and cash equivalents at end of the period	$	3,078,508
Increase in restricted investments		(3,143,741	)		19,689
Supplemental disclosure of cash flow information:
Net cash provided by (used in) investing activities		114,522,823			(17,818,168	)
Cash paid for interest	$	1,118,886
Cash flows from financing activities:
Repayment of long-term debt		(36,000,000	)		—
Repurchase of options		(29,108	)		—
Exercise of warrants and options		—			8,181,848
Proceeds from issuance of common shares (net of costs)		—			3,609,819
Net cash provided by (used in) financing activities		(36,029,108	)		11,791,667
Change in cash and cash equivalents during the period		78,139,964			(6,749,851	)
Cash and cash equivalents at beginning of the period		3,811,028			9,490,005
Foreign exchange on cash and cash equivalents		—			(112,004	)
Cash and cash equivalents at end of the period	$	81,950,992		$	2,628,150
Supplemental disclosure of cash flow information:
Cash paid for interest	$	2,945,444		$	3,365,753
Cash paid for income tax expense	$	—		$	—

See accompanying notes to consolidated financial statements.

NiMin Energy Corp.

Consolidated ~~Statements~~Statement of ~~Stockholders’~~Changes ~~Equity~~in ~~(Going~~Nets ~~Concern~~Assets in Liquidation as of March 31, 2013 (Liquidation Basis)

Six months ended June 30, 2012

(Expressed in U.S. dollars)

(Unaudited)

	Common Stock
Net Assets in Liquidation as of December 31, 2012	$	7,836,918
	Shares			Amount			AdditionalPaid inCapital			AccumulatedDeficit			TotalStockholders’Equity
Increase (decrease) to net assets:
Balance at December 31, 2010		61,690,977			93,107,905			9,861,010			(70,891,787	)		32,077,128
Adjustments to assets from January 1, 2013 to March 31, 2013		(28,689	)
Exercise of options		29,999			59,411			(21,022	)					38,389
Adjustments to liquidation accruals from January 1, 2013 to March 31, 2013		(1,113,261	)
Exercise of warrants		5,354,800			8,483,372			—						8,483,372
Foreign exchange adjustment from January 1, 2013 to March 31, 2013		(10,540	)
Reclassified from warrant liability					4,258,164			—						4,258,164
Net decrease to net assets:		(1,152,490	)
Reclassified to options liability								(1,025,463	)		169,804			(855,659	)
Net Assets in Liquidation as of March 31, 2013	$	6,684,428
Issuance of common stock		2,758,620			3,166,057			844,488						4,010,545
Stock issuance cost					(316,449	)		(87,371	)					(403,820	)
Stock-based compensation expense								2,605,892						2,605,892
Net loss								—			(3,229,648	)		(3,229,648	)
Balance at December 31, 2011		69,834,396		$	108,758,460		$	12,177,534		$	(73,951,631	)	$	46,984,363
Options repurchased					(29,108	)								(29,108	)
Exercise of warrants														—
Reclassified from warrant liability														—
Reclassified to options liability								(188,467	)					(188,467	)
Issuance of common stock														—
Stock issuance cost														—
Stock-based compensation expense								2,289,568						2,289,568
Net Income											28,858,180			28,858,180
Balance at June 30, 2012 (Unaudited)		69,834,396		$	108,729,352		$	14,278,635		$	(45,093,451	)	$	77,914,536

See accompanying notes to consolidated financial statements.

NiMin Energy Corp.

~~Consolidated~~Notes ~~Statement~~to ofInterim ~~Changes~~Consolidated inFinancial ~~Nets~~Statements ~~Assets in Liquidation as of September 30, 2012 (Liquidation Basis)~~

(Expressed in U.S. dollars)

(Unaudited)

Net Assets in Liquidation as of June 30, 2012	$	77,914,535
Increase(decrease) to net assets
Investment income from July 1, 2012 to September 30, 2012		51,292
Tax Adjustment from July 1, 2012 to September 30, 2012		1,019,447
Adjustments to assets from July 1, 2012 to September 30, 2012		(21,729	)
Adjustments to Liquidation accruals from July 1, 2012 to September 30, 2012		(134,721	)
Costs incurred from July 1, 2012 to September 30, 2012		(85,255	)
Net increase to net assets		829,034
Net Assets in Liquidation as of September 30, 2012	$	78,743,569

1	Description of the Business

~~See~~NiMin ~~accompanying~~Energy ~~notes~~Corp. (the “Company” or “NiMin”) was incorporated under the name NiMin Capital Corp. under the Business Corporations Act (Alberta) on May 31, 2007. The Company changed its name to NiMin Energy Corp. on September 3, 2009, and consolidated ~~financial~~its ~~statements~~shares on the basis of one new post-consolidation share (“Common Shares”) for each three existing Common Shares.

The principal business of the Company was conducted through its wholly owned subsidiary, Legacy Energy, Inc. (“Legacy”), a Delaware company that was engaged in the exploration, development, and production of crude oil and natural gas properties in the states of California and Wyoming until the sale of its assets in June 2012.

The annual and special meeting (the “Special Meeting”) of holders (“Shareholders”) of Common Shares of the Company (“Common Shares”) was held on June 26, 2012. At the Special Meeting, in addition to annual items of business, Shareholders were asked to consider and vote on, among other things, special resolutions approving the proposed sale of all or substantially all of the Company’s assets (the “Sale of Assets”) including those assets held by NiMin’s wholly-owned subsidiary, Legacy, pursuant to purchase and sale agreements with respect to its Wyoming based assets and California based assets.

At the Special Meeting, the Shareholders were also asked to consider and vote on the voluntary winding up and dissolution of the Company pursuant to the laws of the Business Corporations Act (Alberta) (the “Winding Up”) and the distribution to Shareholders of the net proceeds of the Sale of Assets (less the settlement of obligations of Legacy) and cash on hand, as part of such liquidation and dissolution after satisfaction of all liabilities of the Company.

Both the Sale of Assets and the Winding Up were approved by the Shareholders at the Special Meeting. In order for the Company to complete the Winding Up, the appropriate corporate steps were required to be taken for the dissolution and liquidation of Legacy. Pursuant to the approval of the Sale of Assets, Legacy proceeded with the sale of the Wyoming oil and gas assets and the California oil and gas assets all as more particularly described below.

On June 28, 2012, Legacy completed its previously announced sale of its assets in Wyoming’s Big Horn Basin (the “Wyoming Assets”) to BreitBurn Operating L.P., a wholly-owned subsidiary of BreitBurn Energy Partners L.P. (NASDAQ: BBEP “BreitBurn”), for total cash consideration of approximately $93 million, being the original purchase price of approximately $98 million less approximately $5 million adjusted to account for preliminary purchase price adjustments. On August 30, 2012, Legacy completed its final settlement with BreitBurn and received approximately $2.3 million based on the final purchase price adjustments.

On June 29, 2012, Legacy completed its previously announced sale of its assets in California’s San Joaquin Basin (the “California Assets”) to Southern San Joaquin Production, LLC for total cash consideration of approximately $26 million, being the original purchase price of approximately $27 million, less approximately $1 million adjusted to account for preliminary purchase price adjustments. Pursuant to the terms of the purchase and sale agreement, $3 million of the $26 million purchase price paid on closing had been deposited with an escrow agent until December 28, 2012, in connection with various indemnities contained therein. On August 30, 2012, Legacy completed its final settlement with Southern San Joaquin Production LLC and received $347,938 based on the final purchase price adjustments. On December 28, 2012, the $3 million was released to NiMin from the escrow account.

NiMin Energy Corp.

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)

1(Unaudited) ~~Description of the Business~~

~~NiMin~~The ~~Energy~~Winding ~~Corp.~~Up (and the ~~“Company”~~dissolution orand ~~“NiMin”)~~liquidation ~~was~~of ~~incorporated~~Legacy ~~under~~contemplates the ~~name~~orderly disposition ~~NiMin~~of ~~Capital~~the ~~Corp. under~~assets, the ~~Business~~orderly ~~Corporations~~discharge ~~Act~~of ~~(Alberta)~~all onoutstanding ~~May 31~~liabilities, ~~2007.~~including ~~The~~all ~~Company~~outstanding ~~changed its name to NiMin Energy Corp. on September 3~~debt, ~~2009,~~ and ~~consolidated~~after ~~its shares on~~ the ~~basis~~establishment of ~~one~~appropriate ~~new~~reserves, ~~post-consolidation~~the ~~share~~distribution ~~(“Common Shares”)~~of ~~for~~cash ~~each~~to ~~three~~Shareholders ~~existing~~in ~~common shares~~installments.

~~The~~On ~~principal~~September 24, ~~business~~2012, of the ~~Company~~Board ~~was~~declared ~~conducted~~an ~~through~~initial ~~its~~distribution ~~wholly owned~~to ~~subsidiary,~~Shareholders ~~Legacy~~of ~~Energy, Inc~~$1.01 ~~(“Legacy”),~~per aCommon ~~Delaware~~Share. ~~corporation~~The ~~that~~distribution was made ~~engaged~~as ina ~~the~~return ~~exploration,~~of ~~development,~~capital ~~and~~to ~~production~~Shareholders of ~~crude~~record ~~oil~~at ~~and natural gas properties in~~ the ~~states~~close of ~~California~~business ~~and~~on ~~Wyoming~~October 9, ~~until~~2012. ~~the~~The ~~sale~~distribution of ~~its assets~~$70,532,740 inwas ~~June~~paid on October 22, 2012.

~~The~~Upon ~~annual~~completion ~~and~~of ~~special meeting (~~the ~~“Special~~disposition ~~Meeting”)~~ of ~~holders~~all ~~(“Shareholders”)~~remaining ~~of common~~assets ~~shares~~ of ~~the~~Legacy ~~Company~~and ~~(“Common Shares”) was held on June 26, 2012. At~~ the ~~Special~~settlement ~~Meeting,~~of inall ~~addition~~liabilities ~~to annual items~~ of ~~business,~~the ~~shareholders~~Company ~~were asked to consider~~ and ~~vote on~~Legacy, ~~among~~the ~~other~~Company ~~things,~~intends ~~special~~to ~~resolutions approving~~distribute the ~~proposed~~remaining ~~sale~~net ofproceeds ~~all or substantially all~~ of the liquidation ~~Company’s~~and ~~assets~~dissolution ~~(the “Sale~~ of ~~Assets”)~~both ~~including~~Legacy ~~those~~and ~~assets~~the ~~held~~Company ~~by NiMin’s wholly-owned subsidiary, Legacy pursuant~~ to ~~purchase~~Shareholders ~~and~~in ~~sale~~one ~~agreements~~final ~~with~~distribution ~~respect to~~on ~~its~~a ~~Wyoming~~future ~~based~~date ~~assets~~which ~~and~~has ~~California~~not ~~based~~yet ~~assets~~been determined.

AtNiMin’s ~~the~~wholly-owned ~~Special Meeting~~subsidiary, ~~the~~Legacy ~~Shareholders~~Energy, ~~were~~Inc., ~~also~~a ~~asked~~Delaware tocompany, ~~consider and~~dissolved ~~vote~~in onaccordance ~~the~~with ~~voluntary winding up and dissolution of~~ the ~~Company pursuant to the~~ laws of ~~the~~Delaware ~~Business Corporations Act (Alberta) (the “Winding Up”) and the distribution to Shareholders of the net proceeds of the Sale of Assets (less the settlement of obligations of Legacy) and cash~~ on ~~hand~~September 17, ~~as part of such liquidation and dissolution after satisfaction of all liabilities of the Company, by way of a reduction of the stated capital of the Common Shares of the Company~~2012.

~~Both~~NiMin ~~the~~voluntarily ~~Sale~~delisted ofits ~~Assets~~Common ~~and~~Shares from the ~~Winding~~Toronto UpStock ~~were~~Exchange ~~approved~~(“TSX”) byafter the ~~Shareholders~~close atof ~~the~~trading ~~Special~~on October 22, ~~Meeting.~~2012, ~~Legacy~~the isdate aon ~~wholly~~which ~~owned~~NiMin’s ~~subsidiary of~~initial ~~NiMin~~distribution ~~and~~was ~~therefore,~~“payable” inand ~~order~~its ~~for~~listing ~~the~~was ~~Company~~transferred to ~~complete~~ the ~~Winding Up~~NEX, ~~the~~a ~~appropriate~~separate ~~corporate~~board ~~steps~~of ~~must~~the ~~also~~TSX ~~occur~~Venture ~~for~~Exchange, ~~the~~effective ~~dissolution~~as ~~and~~of ~~liquidation~~opening of ~~Legacy. Pursuant to~~ the ~~approval~~market ofon ~~the~~October 23, 2012. ~~Sale~~From ofOctober 23, ~~Assets~~2012, ~~Legacy~~and ~~proceeded~~onwards ~~with~~until the ~~sale~~ oftime ~~the~~that ~~Wyoming~~is ~~oil~~on ~~and~~or ~~gas~~about ~~assets~~the ~~and~~date ~~the~~of ~~California~~dissolution, ~~oil~~NiMin’s ~~and~~Common ~~gas~~Shares ~~assets~~trade ~~all~~on asthe ~~more~~NEX ~~particularly~~under ~~described~~the ~~below~~symbol “NNN.H”.

~~On June 28,~~The ~~2012,~~Company ~~Legacy completed its previously~~ announced ~~sale~~that ~~of its assets in Wyoming’s Big Horn Basin (~~the ~~“Wyoming~~Common ~~Assets”)~~Shares ~~to BreitBurn Operating L.P., a wholly-owned subsidiary~~ of ~~BreitBurn~~the ~~Energy~~Company ~~Partners~~were ~~L.P.~~delisted ~~(NASDAQ:~~from ~~BBEP “BreitBurn”), for total cash consideration of approximately $93 million, being~~ the ~~original~~OTCQX ~~purchase~~effective ~~price of approximately $98 million less approximately $5 million adjusted to account for preliminary purchase price adjustments. On August~~July 3023, 2012~~, Legacy completed its final settlement with BreitBurn and received approximately $2~~.3 ~~million based on the final purchase price adjustments.~~

On2 ~~June 29,~~Basis ~~2012, Legacy completed its previously announced sale~~ of its assets in California’s San Joaquin Basin (the “California Assets”) to Southern San Joaquin Production, LLC for total cash consideration of approximately $26 million, being the original purchase price of approximately $27 million, less approximately $1 million adjusted to account for preliminary purchase price adjustments. Pursuant to the terms of the purchase and sale agreement, $3 million of the $26 million purchase price paid on closing has been deposited with an escrow agent through December 31, 2012 in connection with various indemnities contained therein. On August 30, 2012, Legacy completed its final settlement with Southern San Joaquin Production LLC and received $347,938 based on the final purchase price adjustments. Presentation

The ~~Winding~~unaudited Upinterim ~~and~~financial information of the ~~dissolution~~Company ~~and~~has ~~liquidation~~been prepared in accordance with Article 10 of ~~Legacy~~the Securities ~~contemplates~~and Exchange Commission’s, or the ~~orderly~~SEC, ~~disposition~~Regulation S-X. Accordingly, it does not include all of the information required by generally accepted accounting principles in the U.S., or U.S. GAAP, for complete financial statements. The consolidated statement of net assets at December 31, 2012, was derived from the ~~orderly~~audited ~~discharge~~financial ofstatements at that date and does not include all ~~outstanding~~the ~~liabilities~~disclosures required by U.S. GAAP. In the opinion of management, ~~including~~the accompanying financial information contains all ~~outstanding~~adjustments, ~~debt~~consisting of normal recurring adjustments, ~~and after~~necessary to present fairly the ~~establishment~~Company’s unaudited consolidated financial statements of ~~appropriate~~interim ~~reserves~~periods. These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, or the ~~distribution~~2012 10-K. Operating results for any interim period are not necessarily indicative of ~~cash~~the toresults ~~shareholders~~that inmay ~~installments~~be expected for the full year.

As a result of the Shareholders’ approval of the Winding Up of the Company, the liquidation basis of accounting was adopted effective June 30, 2012. This basis of accounting is considered appropriate when, among other things, liquidation of a company is imminent and the net realizable values of assets are reasonably determinable. Under this basis of accounting, assets are valued at their net realizable values and liabilities are stated at their estimated settlement amounts. Further, all costs of liquidation are accrued as of March 31, 2013. Financial information presented as of and subsequent to June 30, 2012, includes a Consolidated Statement of Net Assets and a Consolidated Statement of Changes in Net Assets in Liquidation, as required under the liquidation basis of accounting. Financial information included for periods ending prior to June 30, 2012, is presented under the going concern basis of accounting.

NiMin Energy Corp.

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)

~~Upon~~(Unaudited) completion of the disposition of all remaining assets of Legacy and the settlement of all liabilities of the Company and Legacy, the Company intends to distribute the net proceeds of the liquidation and dissolution of both Legacy and the Company to shareholders in multiple distribution installments.

OnThese ~~September 24,~~unaudited ~~2012,~~interim ~~the~~consolidated ~~Company’s~~financial ~~board~~statements of ~~directors declared an initial distribution to Shareholders of $1.01 per Common Share. The distribution will be made as a return of capital to Shareholders of record at~~ the ~~close of business on October 9, 2012, and the stated capital of the~~ Company ~~will~~are ~~be reduced accordingly. The distribution will be payable on~~presented ~~October 22,~~in ~~2012~~U.S ~~On September 28, 2012, the Toronto Stock Exchange (“TSX”) determined that its “Due Bill” trading procedures will apply to the initial distribution to Shareholders~~dollars.

~~Pursuant~~A tostatement ~~the~~of ~~TSX’s~~operations ~~“Due~~is ~~Bill”~~not ~~trading~~presented ~~procedures,~~for ~~trades~~the ofthree ~~Common~~months ~~Shares~~ended ~~entered into from and including October~~March 431, ~~2012 until and including October 22~~2013, ~~2012~~due ~~will have a Due Bill attached which will allow the purchaser~~ to ~~receive~~ the liquidation ~~initial~~basis ~~distribution instead~~ of ~~the seller, even if such trades are settled after the October 9, 2012 record date~~accounting. ~~Thus~~Instead, ~~any~~a ~~trades~~statement ~~that~~of ~~are~~changes ~~executed~~in ~~during~~net ~~the~~assets ~~Due~~has ~~Bill~~been ~~process will be automatically flagged to ensure that purchasers receive the entitlement and sellers do not~~reported.

~~Investors~~Accrued ~~who~~Cost ~~enter into trades to purchase Common Shares on or after the ex-distribution date~~ of ~~October 23, 2012 will not be entitled to the distribution. The Due Bills will be redeemed on~~ ~~October 25,~~Liquidation ~~2012 once all trades with attached Due Bills entered into up to October 22, 2012 have settled.~~

~~The Company’s~~Under ~~wholly-owned~~the ~~subsidiary,~~liquidation ~~Legacy~~basis ~~Energy,~~of ~~Inc.~~accounting, athe ~~Delaware~~Company ~~corporation,~~has ~~dissolved~~accrued infor ~~accordance with~~ the ~~laws~~estimated ofcosts ~~Delaware~~to onbe ~~September 17~~incurred in liquidation, ~~2012.~~as follows:

2 Basis of Presentation


Accrued Liquidation Costs	Balances as of December 31, 2012		Adjustments to accrual		Payments			Balances as of March 31, 2013
Lease obligation	$	—	$	—	$	—		$	—
Professional fees		1,481,470		687,696		(692,781	)		1,476,385
Payroll related costs		—		—		—			—
Other		452,717		145,789		(112,628	)		485,878

Total	$	1,934,187	$	833,485	$	(805,409	)	$	1,962,263

The ~~unaudited interim financial information of the~~ Company ~~has~~will ~~been~~continue ~~prepared~~to inincur ~~accordance~~operating ~~with~~costs ~~Article~~through ~~10 of~~ the ~~Securities~~ ~~and~~liquidation ~~Exchange Commission’s, or the SEC, Regulation S-X. Accordingly, it does not include all~~ of the ~~information~~Company ~~required by generally accepted accounting principles in~~ (the “Liquidation UPeriod”).~~S.,~~ orOn ~~U.S.~~a ~~GAAP~~regular basis, ~~for~~we ~~complete~~evaluate ~~financial~~our ~~statements. The consolidated balance sheet at December 31~~assumptions, ~~2011,~~judgments ~~was~~and ~~derived~~estimates ~~from the audited financial statements at~~ that ~~date~~can ~~and~~have ~~does~~a ~~not~~significant ~~include~~impact ~~all~~on ~~the~~our ~~disclosures~~reported ~~required~~net byassets ~~U.S.~~in ~~GAAP.~~liquidation Inbased ~~the~~on ~~opinion of management,~~ the ~~accompanying~~most ~~financial~~recent information ~~contains~~ ~~all~~available ~~adjustments,~~to ~~consisting of normal recurring adjustments~~us, and when necessary tomake ~~present~~changes ~~fairly the Company’s unaudited consolidated financial statements of interim periods~~accordingly. ~~These~~Actual ~~unaudited~~costs ~~consolidated~~and ~~financial~~income ~~statements~~may ~~should~~differ befrom ~~read~~our ~~in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31~~estimates, ~~2011,~~which ormight ~~the~~reduce ~~2011~~net ~~10-K.~~assets ~~Operating~~available ~~results~~in ~~for~~liquidation ~~any~~to ~~interim period, are not necessarily indicative of the results that may~~ be ~~expected~~distributed ~~for~~to ~~the full year~~Shareholders.

AsThe aWinding ~~result~~Up ofand the ~~Shareholders’~~dissolution ~~approval~~and ofliquidation ~~the Winding Up~~ of the Company, ~~the~~continue ~~liquidation~~to ~~basis~~be ofassessed ~~accounting~~and ~~was adopted~~the ~~effective~~exact ~~June 30,~~amount ~~2012.~~and ~~This~~timing ~~basis~~ of ~~accounting~~further distribution(s) isto ~~considered~~Shareholders ~~appropriate~~can ~~when,~~only ~~among~~be ~~other~~determined ~~things,~~upon ~~liquidation~~completion of athe ~~company~~orderly isdisposition ~~imminent~~of assets and ~~the~~orderly ~~net~~discharge ~~realizable values~~ of ~~assets~~all ~~are reasonably determinable~~liabilities. ~~Under~~Once ~~this~~management ~~basis~~ of ~~accounting,~~ ~~assets~~the ~~are~~Company ~~valued~~have atcompleted ~~their~~those ~~net~~required ~~realizable~~steps, ~~values~~current ~~and~~estimates ~~liabilities~~will ~~are~~be revised ~~stated~~to atreflect ~~their~~actual ~~estimated settlement amounts~~numbers. ~~Further,~~The ~~all~~numbers ~~costs~~reflected ofin ~~liquidation~~the ~~are~~statement ~~accrued as~~ of ~~September 30,~~net ~~2012.~~assets ~~Financial information presented as of~~ and ~~subsequent~~ tothe ~~June 30,~~estimated ~~2012,~~$0.10 ~~includes~~net aassets ~~Consolidated~~in ~~Statement~~liquidation ofper ~~Net~~outstanding ~~Assets~~share ~~and~~include amanagement ~~Consolidated~~estimates ~~Statement~~made as of ~~Changes~~March 31, ~~in Net Assets in Liquidation~~2013, asfor ~~required under~~ the ~~liquidation~~next ~~basis~~five ofmonths, the ~~accounting.~~estimated ~~Financial~~remaining ~~information~~period ~~included~~ for ~~periods ending~~dissolution. ~~prior~~They todo ~~June 30,~~not ~~2012,~~necessarily isreflect ~~presented under~~ the ~~going~~final ~~concern~~dollars ~~basis~~that ofmay ~~accounting.~~be ~~Therefore,~~available ~~financial~~to ~~information~~the ~~presented~~Company asfor ofdistribution ~~and~~to ~~for~~Shareholders. ~~the~~Any ~~three~~distribution ~~months~~amounts ~~ended~~can ~~September 30,~~only ~~2012,~~be iscalculated ~~not~~upon ~~comparable~~completion toof ~~financial~~all ~~information~~the ~~presented~~dispositions, ~~for~~discharges ~~prior~~and ~~periods~~determinations of reserves.

3	Asset Retirement Obligations

The Company’s asset retirement obligations are based on net ownership in wells and facilities and management’s estimate of the timing and expected future costs associated with site reclamation, facilities dismantlement and the plugging and abandonment of wells.

The following table provides a reconciliation of the beginning and ending aggregate carrying amount of the obligation associated with the retirement of property and equipment:

NiMin Energy Corp.

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)

~~Given~~(Unaudited) that the respective property sales transactions closed on June 28, 2012 and June 29, 2012, the associated revenues are included in revenues and expenses for the period ended June 30, 2012. However, the purchase and sale agreements provide adjustments to the purchase price be made related to revenues and operating expenses for the period of April 1, 2012 through the closing date of the sale of the properties. As such, the purchase price of the sale of the properties in June 2012 was adjusted for revenues and operating expenses for the period of April 1 through closing date of the sale of the properties.

These unaudited interim consolidated financial statements of the Company are presented in U.S dollars.


	Period ended March 31, 2013			Year ended December 31, 2012
Balance, beginning of year	$	203,861		$	1,180,661
Change in estimate		279,776			163,850
Reduction to liabilities		(182,176	)		(1,180,336	)
Accretion expense		—			39,686

Balance, end of year	$	301,461		$	203,861

The ~~conversion~~balance ~~to liquidation basis~~ of ~~accounting~~$301,461 ~~requires~~at ~~management~~March 31, to2013, ~~make significant~~is ~~estimates~~related ~~and judgments. In order~~ to ~~record assets at estimated net realizable value and liabilities at estimated settlement amounts under~~ the ~~liquidation~~completion ~~basis~~ of ~~accounting,~~well ~~the~~site ~~Company~~restoration ~~recorded the following adjustments to record its~~in ~~assets at net realizable value as of September 30, 2012~~Louisiana.

Adjust assets to net realizable value:
Write down of fixed assets (i)	$	(82,731	)
Write off of other assets		(152,070	)
Total as of June 30, 2012	$	(234,801	)
Adjust assets to net realizable value:
Write off of other assets		(21,729	)
Total as of September 30, 2012	$	(256,530	)

4	Senior Loan

On June 30, 2010, the Company entered into a senior secured loan (ithe “Senior Loan”) ~~Assets~~in ~~relating~~the amount of $36 million from a U.S. based institutional private lender. The Company borrowed $36 million subject to ~~the~~an ~~CMD~~original ~~technology~~issuer discount of 7.5%, a commitment fee of 1%, a placement fee of 1% and a transaction fee of 3%. Debt issuance costs of $4.9 million were ~~written~~incurred ~~down~~and were being amortized to net income under the ~~realizable~~effective ~~value~~interest ~~within~~method. ~~general~~The Senior Loan had a 12.5% fixed interest rate and ~~administrative~~a ~~expenses~~term of five years. Interest was payable quarterly beginning September 30, 2010.

~~Accrued~~As ~~Cost~~part of ~~Liquidation~~the Winding Up of the Company, on June 28, 2012, the Company prepaid the entire amount of the Senior Loan and as a result, a prepayment penalty of 2% representing $707,705 was applied in addition to the accrued interest of $1,118,853 and principal of $36,000,000. The remaining unamortized debt issuance cost of $3.23 million as of June 28, 2012, related to the Senior Loan, was written off and was included in the period ended June 30, 2012, interest expense.

~~Under~~5 ~~the~~Share ~~liquidation basis of accounting, the Company has accrued for the estimated costs to be incurred in liquidation, as follows:~~ Capital

Accrued Liquidation Costs	Balances asof June 30,2012		Adjustmentsto accrual			Payments			Balances as ofSeptember 30,2012
Lease obligation	$	62,943	$	—		$	(62,943	)	$	—
Professional fees		3,964,723		812,144			(2,799,871	)		1,976,996
Payroll related costs		3,009,757		34,222			(3,043,979	)		—
Other		500,000		(113,436	)		(158,327	)		228,237
Total	$	7,537,423	$	732,930		$	(6,065,120	)	$	2,205,233

Authorized and Outstanding

~~The~~Common ~~Company~~Shares will continue to incur operating costs and receive income on its cash investments from June 30, 2012 through the liquidation of the Company (the “Liquidation Period”). On a regular basis, we evaluate our assumptions, judgments and estimates that can have a significant impact on our reported net assets in liquidation based on the most recent information available to us, and when necessary make changes accordingly. Actual costs and income may differ from our estimates, which might reduce net assets available in liquidation to be distributed to Shareholders.

NiMin was authorized to issue an unlimited number of Common Shares. As of March 31, 2013, and December 31, 2012, 69,834,396 Common Shares were issued and outstanding.

Preferred Shares

NiMin was also authorized to issue an unlimited number of Preferred Shares issuable in series. As of March 31, 2013, and December 31, 2012, no Preferred Shares have been issued.

NiMin Energy Corp.

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)

~~The~~(Unaudited) Winding Up and the dissolution and liquidation of Legacy continue to be assessed and the exact amount and timing of distributions to shareholders can only be determined upon completion of the orderly disposition of assets and orderly discharge of all liabilities. Once management of the Company have completed those required steps, current estimates will be revised to reflect actual numbers. The numbers reflected in the balance sheet and the estimated $1.13 net assets in liquidation per outstanding share include management estimates made as of September 30, 2012 and do not necessarily reflect the final dollars that may be available to the Company for distribution to shareholders. Any distribution amounts can only be calculated upon completion of all the dispositions, discharges and determinations of reserves. The amounts to be reserved will be based on a determination by the board of directors, derived from consultation with management and outside experts, if the board of directors determines that it is advisable to retain such experts, and a review of, among other things, estimated contingent costs of the Winding Up and the dissolution and liquidation of Legacy. The estimated $1.13 net assets in liquidation per outstanding share has not been reduced for the initial distribution of $1.01 per Common Share declared by the board of directors on September 24, 2012, payable on October 22, 2012 to Shareholders of record on October 9, 2012.

3b. ~~Restricted~~Stock ~~Investments~~Option Plan

~~Restricted~~The Company ~~Investments~~established ata ~~September 30,~~stock ~~2012~~option ~~relate~~plan toas ~~approximately~~approved ~~$853,002~~by ~~held~~the inshareholders ~~bonds~~whereby ~~for~~options ~~the~~to ~~right~~purchase ~~to operate~~Common inShares may be granted to the ~~states~~Company’s ofdirectors, ~~California~~officers, employees and ~~Wyoming~~consultants. ~~Management~~The isexercise ~~currently~~prices ~~working~~of ~~with~~stock ~~the~~options ~~respective~~were denominated ~~state~~in ~~agencies~~Canadian todollars. ~~reléase~~The ~~the~~number ~~bonds.~~of ~~Additionally,~~Common ~~pursuant~~Shares toissuable under the ~~terms~~Company’s stock option plan cannot exceed 15% of the ~~purchase~~issued and ~~sale~~outstanding ~~agreement~~common ~~for~~shares of the ~~California~~Company. ~~Assets,~~The ~~$3 million~~exercise price of each option equals the ~~purchase~~market price of ~~paid~~the Company’s stock on ~~closing~~the date of grant and the option has ~~been~~a ~~deposited~~maximum inlife ~~escrow~~of ~~and~~ten isyears. ~~required~~The tovesting beperiod ~~held~~is determined by the ~~escrow~~Board ~~agent~~of ~~through~~Directors ~~December 31,~~at ~~2012~~the ~~until~~time ~~various~~of ~~indemnities~~grant. ~~contained~~Options inissued by the ~~purchase~~Company generally vest one-third on the first, second, and ~~sale~~third ~~agreement~~anniversary ~~have~~of ~~been~~the ~~fulfilled~~date of grant. ~~The funds~~Following ~~held~~the byapproval of the ~~escrow~~Winding ~~agent~~Up ~~are~~of ~~invested~~the Company, all outstanding unvested options became automatically vested and the Company recognized the remaining grant date fair value of approximately $1.7 million in athe ~~money~~period ~~market~~ended ~~account~~June 30, 2012.

4Pursuant ~~Senior~~to ~~Loan~~Section 3.5 of the Company’s stock option plan, the Company completed the sale of all or substantially all of the Company’s assets and, as such, terminated all unexercised options under the plan in July 2012.

OnThe ~~June 30,~~following ~~2010,~~table ~~the~~sets ~~Company~~forth ~~entered into~~ a ~~senior~~reconciliation ~~secured~~of ~~loan (~~the ~~“Senior~~stock ~~Loan”)~~option inactivity ~~the~~for ~~amount of $36 million from a U.S. based institutional private lender (~~the ~~“Lender”).~~period ~~The~~ended ~~Company borrowed $36 million subject to an original issuer discount of 7.5%~~March 31, ~~a commitment fee of 1%~~2013, ~~a placement fee of 1%~~ and a transaction fee of 3%. Debt issuance costs of $4.9 million were incurred and were being amortized to net income under the effective interest method. The Senior Loan had a 12.5% fixed interest rate and a term of five years. Interest was payable quarterly beginning SeptemberDecember 3031, ~~2010.~~2012:

As part of the Winding Up of the Company, on June 28, 2012, the Company prepaid the entire amount of the Senior Loan and as a result, a prepayment penalty of 2% representing $707,705 was applied in addition to the accrued interest of $1,118,853 and principal of $36,000,000. The remaining unamortized debt issuance cost of $3.23 million as of June 28, 2012, related to the Senior Loan, was written off and is included in the period ended June 30, 2012 interest expense.


	Number of shares			Weighted Average Exercise Price (CDN$)
Stock options outstanding at December 31, 2011 (i)		9,220,001			1.24
Options exercised		—			—
Options forfeited (i)		(60,000	)		1.61
Options repurchased		(600,000	)		1.00
Options cancelled		(8,560,001	)		1.29
Stock options outstanding at December 31, 2012		—			—
Options exercised		—			—
Options forfeited		—			—
Options repurchased		—			—
Options cancelled		—			—
Stock options outstanding at March 31, 2013		—			—

(i)

The 1.20 million stock options relating to former employees were modified upon transition to a consulting role in 2012 to allow for continued vesting. The resulting $104,483 was recognized as incremental stock-based compensation expense during the three months ended March 31, 2012. As the related options were denominated in Canadian dollars, which is not the functional currency of the Company (which is the U.S. dollar), the applicable 1.20 million vested options were recorded at their fair value at the end of each period and the change in fair value was recognized in earnings.

Total compensation expense was amortized over the vesting period of the options. Compensation expense of $543,936 has been recognized during the three months ended March 31, 2012.

NiMin Energy Corp.

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)

5(Unaudited) ~~Share Capital~~

aAs of March 31, 2012, total unrecognized compensation cost related to unvested stock options was $1.51 ~~Authorized~~million. ~~and~~This ~~Outstanding~~amount was expected to be recognized as stock-based compensation expense in the statement of operations over the remaining weighted average vesting period of 1 year.

Common Shares


	Number of Unvested Options			Weighted- Average Grant- Date Fair Value per Option (CDN$)
Balance December 31, 2011		4,083,343			0.99

Vested		(630,001	)		0.95
Granted		—			—
Forfeited		(60,000	)		0.94

Balance March 31, 2012		3,393,342			1.00

~~NiMin~~When isstock ~~authorized~~options towere ~~issue an unlimited number of Common Shares. As of September 30~~exercised, ~~2012,~~the ~~and~~Company ~~December 31,~~issued ~~2011, 69,834,396~~ Common Shares ~~were~~from ~~issued~~the ~~and~~pool ~~outstanding.~~of authorized shares.

~~Preferred~~c. ~~Shares~~ Warrants

~~NiMin~~Each iswarrant was ~~also~~exercisable ~~authorized~~by tothe ~~issue~~holder anthereof ~~unlimited~~to ~~number~~acquire ofone ~~Preferred~~Common ~~Shares~~Share ~~issuable~~at inany ~~series.~~time Asbefore ofthe ~~September 30,~~expiration ~~2012~~date, noafter ~~Preferred~~which ~~Shares~~time ~~have~~the ~~been~~warrants ~~issued~~expire and become null and void.

bEach whole warrant issued in connection with the private placement was exercisable for a period of 36 months from September 1, 2011, at an exercise price of $1.60. ~~Stock~~The ~~Option~~warrants ~~Plan~~were subject to a hold period of four months plus one day from the date of issue.

~~The Company~~As ~~established~~ a ~~stock~~result ~~option plan as approved by the shareholders whereby options to purchase Common Shares may be granted to the Company’s directors, officers, employees and consultants. The exercise prices~~ of ~~stock options are denominated in Canadian dollars. The number of Common Shares issuable under~~ the ~~Company’s~~approval ~~stock option plan cannot exceed 15%~~ of the ~~issued~~Winding ~~and~~Up ~~outstanding common shares~~ of the Company. ~~The exercise price of each option equals the market price~~in ofJune ~~the~~2012, ~~Company’s~~an ~~stock~~aggregate ~~on the date~~ of grant and the option has a maximum life of ten years. The vesting period is determined by the Board of Directors at the time of grant. Options issued by the Company generally vest one-third on the first2, ~~second~~188,970 ~~and~~unexercised ~~third~~warrants ~~anniversary~~were ofterminated the date of grant. Following the approval of the Winding Up of the Company, all outstanding unvested options became automatically vested and the Company recognized the remaining grant date fair value of approximately $1.7 million in ~~the~~July ~~period ended June 30,~~ 2012.

~~Pursuant~~The tofollowing ~~Section 3.5~~table ofsets ~~the~~forth ~~Company’s stock option plan, the~~a ~~Company~~reconciliation ~~completed~~of the ~~sale~~warrant ofactivity ~~all~~for ~~or substantially all of~~ the ~~Company’s~~periods ~~assets~~ended ~~and~~March 31, ~~as such~~2013, ~~terminated~~and ~~all~~December 31, ~~unexercised options under the plan in July of~~ 2012.:

The following table sets forth a reconciliation of the stock option activity for the period ended September 30, 2012, and December 31, 2011:

	Number ofshares			WeightedAverage ExercisePrice (CDN$)
Stock options outstanding at December 31, 2010		7,355,000			1.25
Options exercised (i)		(29,999	)		1.25
Options forfeited		(105,000	)		1.64
Options issued		2,000,000			1.44
Stock options outstanding at December 31, 2011 (ii)		9,220,001			1.24
Options exercised
Options forfeited		(60,000	)		1.61
Options repurchased		(600,000	)		1.00
Options cancelled		(8,560,001	)		1.29
Stock options outstanding at September 30, 2012 (ii)		—			—

NiMin Energy Corp.

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)

(iUnaudited) ~~The intrinsic value of the exercised options during 2011 was CDN $33,299.~~

(ii) The 2.70 million stock options relating to former employees were modified upon transition to a consulting role in 2011 and first quarter of 2012 to allow for continued vesting. The resulting $310,309 and $104,483 was recognized as incremental stock-based compensation expense during the year ended December 31, 2011 and the nine months ended September 30, 2012, respectively. As the related options are denominated in Canadian dollars, which is not the functional currency of the Company (which is the U.S. dollar), the vested options are classified as a liability on the balance sheet and recorded at their fair value at the end of each period and the change in fair value is recognized in earnings.


	Number of Warrants			Equity Component Amount			Weighted Average Exercise Price (CDN$)
Warrants outstanding at December 31, 2011		2,285,900			844,488			1.79

Warrants exercised		—			—			—
Warrants expired		—			—			—
Warrants cancelled		(2,188,970	)		(844,488	)		1.79

Warrants outstanding at December 31, 2012		96,930			—			1.72

Warrants exercised		—			—			—
Warrants expired		—			—			—
Warrants cancelled		—			—			—

Warrants outstanding at March 31, 2013		96,930			—			1.72

~~Following~~The ~~the~~fair ~~approval~~value of ~~the~~warrants ~~Winding~~outstanding Upwas ofcalculated ~~the Company,~~using the ~~respective~~Black-Scholes ~~option~~Model ~~liabilities~~using ~~described above were fair valued to zero with $296,519 recorded as a credit to~~ the ~~change~~following weighted inaverage ~~the~~assumptions: ~~fair value of options.~~

c. Warrants


	Weighted Average Expected Life		Weighted Average Risk Free Interest Rate			Weighted Average Volatility			Dividend Yield		Fair Value per Warrant
2012		3.60		0.83	%		86.99	%		—	$	0.62

~~Each~~The ~~warrant is~~following ~~exercisable~~table bysummarizes ~~the~~NiMin’s ~~holder~~warrants ~~thereof~~exercisable ~~to acquire one Common Share~~ at ~~any time before the expiration date~~March 31, ~~after~~2013: ~~which time the warrants expire and become null and void.~~

Each whole warrant issued in connection with the private placement is exercisable for a period of 36 months from September 1, 2011, at an exercise price of $1.60. The warrants were subject to a hold period of four months plus one day from the date of issue.


Expiration Date	Number of Warrants		Exercise Price per share (CDN$)
March 10, 2016		96,930		1.72

		96,930		1.72

AsAt March 31, 2012, a ~~result~~charge of ~~the~~$223,826 ~~approval~~with ofrespect ~~the~~to ~~Winding~~outstanding Upwarrants ofwas ~~the~~recognized ~~Company~~ in ~~July~~earnings ~~2012,~~during anthe ~~aggregate~~three ofmonths 2ended March 31,~~188,970~~ ~~unexercised warrants were terminated~~2012.

~~The~~Expected ~~following~~life ~~table~~of ~~sets~~warrants ~~forth~~was athe ~~reconciliation~~period of ~~the~~ ~~warrant~~time ~~activity~~over ~~for~~which the warrants ~~periods~~were ~~ended~~expected ~~September 30,~~to ~~2012,~~remain outstanding and ~~December 31,~~was ~~2011:~~based on the contractual terms. Warrants have a term of two to ten years.

	Number ofWarrants			EquityComponentAmount			WeightedAverageExercisePrice(CDN$)
Warrants outstanding at December 31, 2010		12,349,341			—			1.58
Warrants exercised		(5,354,800	)		—			1.55
Warrants expired		(6,087,951	)		—			1.55
Warrants issued (i)		1,379,310			844,488			1.65
Warrants outstanding at December 31, 2011		2,285,900			844,488			1.79
Warrants exercised		—			—			—
Warrants expired		—			—			—
Warrants cancelled		(2,188,970	)		(844,488	)		1.79
Warrants outstanding at September 30, 2012		96,930			—			1.72

Risk-free interest rate was the U.S. Treasury rate for the day of the grant having a term approximating the expected life of the warrant.

NiMin Energy Corp.

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)

(iUnaudited) ~~The weighted average exercise price of the warrants is $1.60 and is herein expressed in Canadian dollar equivalent using the closing foreign exchange rate at December 31, 2011.~~

~~During~~Annualized ~~second~~volatility ~~and~~was ~~third~~a ~~quarters~~measure of ~~2012, pursuant to~~ the ~~Winding~~amount Upby ofwhich the ~~Company, the~~share ~~Company~~price ~~valued~~fluctuated or ~~the~~was ~~warrants based on the~~ expected ~~cash distribution~~ to ~~shareholders~~fluctuate. asThe ~~this~~Company ~~represents~~used ~~management’s best estimate on~~ the ~~valuation~~average ofdaily ~~the~~price ~~underlying~~volatility ~~equity instruments as~~ of ~~June 30,~~comparable ~~2012.~~small Ascap ~~the~~crude ~~warrants~~oil ~~have~~and ~~an exercise~~natural ~~price~~gas ~~greater~~companies ~~than~~for the ~~expected~~retrospective ~~cash~~periods ~~distribution~~corresponding to ~~shareholders,~~ the ~~value~~respective ofexpected ~~the warrants were determined to approximate zero~~life.

The following table summarizes NiMin’s warrants exercisable at September 30, 2012:

Expiration Date	Number ofWarrants		ExercisePrice per share(CDN$)
March 10, 2016		96,930		1.72
		96,930		1.72

Per Share Amounts

Basic earnings (loss) per share ~~are~~were computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per common share ~~are~~were calculated using the treasury stock method to determine the dilutive effect of the stock options. The treasury stock method assumes that the proceeds received from the exercise of “in the money” stock options and warrants ~~are~~were used to repurchase commons shares at the average market price during the period. The weighted average number of shares assumed to be outstanding was as follows:

	Six months endedJune 30,			Three months endedSeptember 30,		Nine months endedSeptember 30,
	Three months endedMarch 31,
	2012			~~2011~~		~~2011~~
Net income (loss)	$	28(1,~~858~~540,~~180~~452	)	$	~~3,642,012~~	$	~~(1,004,377~~	)
Basic and diluted shares outstanding (i)		69,834,396			~~67,851,314~~		~~66,407,689~~
Income (loss) per basic and diluted share	$	(0.4102	)	$	~~0.05~~	$	~~(0.02~~	)

(i) ~~For the six months ended June 30~~9, ~~2012~~160,001 ~~10.8 million~~ stock options and warrants were excluded from the diluted loss per share calculation. ~~For~~for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012, 8,120,001 stock options and warrants were excluded from the diluted loss per share calculation. Potential common shares from the exercise of stock options and warrants were excluded from the diluted loss per share calculation because their effect was anti-dilutive as a result of the ~~options and warrants being out of the money for the six months ended June 30, 2012 and the three and nine months ended September 30, 2011, and the~~ Company’s net loss for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012.

6	Income Tax

As of December 31, 2012, and March 31, 2013, the Company had a receivable for U.S. income taxes of $329,185 resulting from an overpayment of income taxes in 2012. The Company generated additional net operating losses during the three months ended March 31, 2013, but deferred tax assets have been recorded at their net realizable value of $0 under the liquidation basis of accounting.

NiMin Energy Corp.

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)

6(Unaudited) ~~Income Taxes~~

At September 30, 2012, the Company had estimated an alternative minimum income tax liability of $1,458,816, for Federal and California purposes, relating to taxable gains resulting from the sale of its oil and gas properties in the current period. The Federal taxable income for regular income tax purposes was fully reduced by net operating loss carryforwards of $64,276,981. The Company’s deferred tax assets were previously subject to full valuation allowance.

7	Financial Instruments

Fair Value

The Company’s financial instruments consist of cash and cash equivalents, ~~trade accounts receivable, restricted investments,~~ warrants, ~~short-term debt, and~~ accounts payable and accrued liabilities. For ~~all~~the ~~periods~~three ~~presented~~months ended March 31, 2012, the fair value of the commodity derivative was obtained from the counterparty and therefore was considered level 2. Due to the pending liquidation, the Company valued the warrants based on the expected cash distribution to shareholders as this represents management’s best estimate onof the valuation of the underlying equity instruments as of ~~September~~March 3031, ~~2012~~2013. As the warrants have an exercise price greater than the expected cash distribution to shareholders, the value of the warrants ~~are~~ were determined to approximate zero.

b. ~~Credit Risk~~Derivatives

~~Credit~~Commodity price risk is was the risk ofthat ~~financial~~the ~~loss~~future tocash ~~the~~flows ~~Company~~will iffluctuate as a ~~counterparty~~result toof achanges ~~financial~~in ~~instrument~~commodity ~~fails~~prices. toCommodity ~~meet~~prices ~~its~~for ~~contractual~~crude ~~obligations,~~oil and ~~arises~~natural ~~principally~~gas ~~from~~were ~~the~~impacted ~~Company’s~~by ~~receivables~~world ~~from~~economic ~~joint~~events ~~venture~~that ~~partners~~dictate ~~and~~the ~~from~~levels ~~crude~~of ~~oil~~supply and ~~natural gas marketers~~demand.

~~The~~In ~~majority~~January ~~of the Company’s receivables are within the oil and gas industry~~2010, ~~primarily from its industry partners. The receivables are not collateralized. To date,~~ the Company ~~has~~entered ~~experienced~~into ~~minimal~~a ~~bad~~derivative ~~debts,~~financial ~~and~~contract ~~has no allowance~~ for ~~doubtful~~7,500 ~~accounts.~~Bbls ~~The majority~~ of ~~the~~NYMEX ~~Company’s~~West ~~cash~~Texas ~~and cash equivalents are held by two financial~~Intermediate ~~institutions,~~(“NYMEX ~~one~~WTI”) incrude ~~the U.S. and the other in Canada. As of September 30, 2012, and December 31, 2011, the accounts receivable balances are primarily all from the sale of~~ oil ~~and~~production ~~gas~~per ~~and~~month ~~post-close~~at ~~adjustments~~a ~~from~~fixed ~~the~~rate ~~sale~~ of ~~its oil and gas properties~~$85.10 ~~All~~per ~~receivables~~barrel ~~are~~until ~~current~~December ~~and therefore, no provision was determined to be required~~2012.

cIn December 2010, the Company entered into a derivative financial contract for 125 Bbls of oil per day for 2011 and 250 Bbls of oil per day for 2012 at a fixed rate of $90.40 ~~Derivatives~~per barrel.

~~Commodity price~~In ~~risk~~November is2011, the ~~risk~~Company ~~that~~entered ~~the~~into ~~future~~a ~~cash~~derivative ~~flows~~financial ~~will~~contract ~~fluctuate~~for as100 aBbls ~~result~~ of ~~changes~~oil inper ~~commodity~~day ~~prices. Commodity prices~~ for ~~crude~~2012 ~~oil~~at ~~and~~a ~~natural~~fixed ~~gas~~price ~~are impacted by world economic events that dictate the levels~~ of $96.75 ~~supply~~per ~~and demand~~barrel.

InWe ~~January~~do ofnot ~~2010,~~designate ~~the~~our ~~Company entered into a~~ derivative financial ~~contract~~instruments ~~for~~as ~~7,500~~hedging ~~Bbls~~instruments offor ~~NYMEX~~accounting ~~West~~purposes and, ~~Texas~~as ~~Intermediate (“NYMEX~~a ~~WTI”)~~result, ~~crude~~we ~~oil~~recognize ~~production~~the ~~per~~current ~~month~~change atin a ~~fixed~~derivative’s ~~rate~~fair ofvalue ~~$85.10~~in ~~per barrel until December 2012~~earnings.

For the three months ended March 31, 2012, the Company’s change in derivative contracts included a realized loss of $341,726 and an unrealized loss of $344,140.

During the second quarter of 2012, the Company terminated and settled all derivative contracts as of May 17, 2012, and at March 31, 2013, did not carry derivative contracts on the balance sheet.

8	Related Party Transactions

The Company used the services of Simon, Peragine, Smith and Redfearn LLP to assist in general legal matters related to contracts and lease agreements of its properties. For the period ended March 31, 2013, the Company recorded legal expenditures of $0 as compared to $10,168 for the period ended March 31, 2012. Mr. Redfearn is currently a member of the Company’s Board of Directors, and is a partner of the law firm.

NiMin Energy Corp.

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. dollars)

In(Unaudited) ~~December 2010, the Company entered into a derivative financial contract for 125 Bbls of oil per day for 2011 and 250 Bbls of oil per day for 2012 at a fixed rate of $90.40 per barrel.~~

InEffective ~~November~~February 1, ~~2011~~2013, the ~~Company~~ ~~entered~~Legacy ~~into~~Energy Liquidating Trust, a ~~derivative~~Delaware statutory ~~financial~~trust ~~contract~~(the “Liquidating Trust”), was established to provide for ~~100~~the ~~Bbls~~transfer of ~~oil~~certain ~~per~~assets ~~day~~of ~~for~~Legacy ~~2012~~to atthe aLiquidating ~~fixed~~Trust ~~price~~in order to satisfy any future unknown claims against Legacy following its dissolution and liquidation. NiMin is the sole owner of ~~$96~~beneficial ownership interests in the Liquidating Trust.75 The ~~per~~Board ~~barrel~~of Directors of NiMin will fund the Liquidating Trust with assets, which will include $250,000 in cash. In addition, the Board will fund the liquidating trust with any other assets of Legacy that are not otherwise disposed of in liquidation which the Board deems to be reasonably likely to be sufficient to provide compensation for claims that have not been made known to Legacy or that have not arisen but that, based on facts known to Legacy and NiMin, may arise following dissolution, as required by Delaware law.

AtOn ~~December~~January 313, ~~2011~~2016, the ~~Company~~Liquidating ~~recognized~~Trust ~~$976,929~~will asterminate aby ~~derivative~~its ~~liability~~terms onand ~~crude~~any ~~oil~~remaining ~~derivative~~assets ~~contracts~~in the Liquidating Trust will be distributed to the owners of the beneficial interests.

~~For~~NiMin has determined that the ~~three~~appropriate ~~months~~amount ~~ended~~to ~~September 30,~~fund ~~2011~~the Liquidating Trust to meet unknown claims and the ongoing obligations of the Liquidating Trust is $250,000, which shall be funded prior to the ~~Company’s~~dissolution ~~change~~of NiMin. NiMin intends to sell the beneficial ownership interests in ~~derivative~~the ~~contracts~~Liquidating ~~included~~Trust along with the patents in the CMD process and rights to an overriding royalty on non-producing properties to Pacific Oil and Gas LLC, a ~~realized~~company ~~gain~~owned by Clancy Cottman and Bill Gumma, two directors of NiMin, for aggregate proceeds of $981,~~145~~000 ~~and~~in anorder ~~unrealized~~to ~~gain~~complete the dissolution and liquidation of $2NiMin.69 ~~million.~~

During the second quarter of 2012, the Company terminated and settled all derivative contracts as of May 17, 2012, and at September 30, 2012, carried no liability.

For the six months ended June 30, 2012, the Company’s change in derivative contracts included a realized gain of $189,507. For the nine months ended September 30, 2011, the Company’s change in derivative contracts included a realized loss of $875,009 and an unrealized gain of $2.33 million.

8 Subsequent Events

On October 10, 2012, the Company announced that its common shares will be voluntarily delisted from the Toronto Stock Exchange (“TSX”) after the close of trading on October 22, 2012 (the date on which NiMin’s initial distribution will be payable as announced on September 24, 2012 and further detailed on September 28, 2012) and its listing will be transferred to the NEX, a separate board of the TSX Venture Exchange, effective as of market open on October 23, 2012. From and after October 23, 2012, NiMin’s common shares will trade on the NEX under the symbol “NNN.H”.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following management discussion and analysis (“MD&A”) should be read in conjunction with the Company’s Annual Report on Form 10-K as amended from time to time, (“Annual Report”) and filed with the United States Securities and Exchange Commission (“SEC”) on March 1411, ~~2012~~2013, our interim consolidated financial statements for the ~~periods~~period ended ~~September~~March 3031, 2012 ~~and 2011~~, and our historical consolidated financial statements and the accompanying notes included elsewhere in the Annual Report.

In this MD&A, unless otherwise specified, all dollar amounts are expressed in US Dollars (“$”).

FORWARD LOOKING STATEMENT

This MD&A ~~may~~contains ~~include~~ certain ~~statements and information that may be deemed to be “~~forward -looking ~~statements” within the meaning of applicable securities laws~~information, which ~~may~~is ~~include,~~based ~~but~~upon ~~which~~the ~~are~~current ~~not~~internal ~~limited~~expectations, toestimates, ~~statements with respect to the objectives~~projections, ~~financial~~assumptions ~~conditions,~~and ~~results~~beliefs of ~~operations~~ ~~and~~NiMin, ~~business~~as of the ~~Company.~~date ~~The use~~ of ~~any~~such ofstatements ~~the~~or ~~words~~information. ~~“expect”~~Words ,such as “~~anticipate”~~plan,” “ ~~continue”~~expect,” “~~should”~~project, ” “~~will~~intend,” “believe,” “~~plan~~anticipate,” “~~intend~~estimate,” “~~ongoing~~may,” “~~estimate~~will,” “~~may~~potential,” “~~project~~proposed,” orand other similar ~~expressions~~words, ~~are~~or ~~intended to identify forward-looking~~ statements. ~~These~~that ~~statements~~certain ~~may~~events ~~also~~or ~~be in respect of operating costs, general and administrative expenses, applicable and~~conditions ~~future~~“may” ~~tax~~or ~~liabilities,~~“will” ~~contractual obligations~~occur, ~~the~~are ~~proposed~~intended ~~distributions~~ to ~~shareholders,~~identify ~~the~~forward-looking ~~dissolution~~information. ~~and~~These ~~liquidation~~statements ofare ~~both~~not ~~Legacy~~guarantees orof ~~the Company,~~ future ~~plans,~~performance ~~objectives~~ and ~~results.~~involve ~~Forward-looking~~known ~~statements~~and ~~involve~~unknown ~~numerous~~ risks, ~~and~~ uncertainties. ~~Estimates~~ and ~~forward-looking~~other ~~statements~~factors ~~are~~that ~~based~~may oncause ~~assumptions of future events and~~ actual results ~~may~~or ~~vary~~events ~~from~~to ~~these estimates. The actual results could~~ differ materially from those anticipated in ~~these~~the forward-looking ~~statements as~~information. aBy ~~result~~its ofnature, ~~the~~forward-looking ~~following~~information ~~risk~~involves ~~factors~~numerous ~~and~~assumptions, asknown ~~set forth elsewhere in this MD&A: (i) timing~~ and ~~risks~~unknown ~~associated with the disposition of the remaining final assets and finalization and payment of remaining liabilities; (ii) timing and~~ risks ~~associated with the final steps in dissolution~~ and ~~wind~~uncertainties, upboth ofgeneral ~~Legacy~~ and ~~NiMin;~~specific, ~~(iii) timing~~that contribute ~~and risks associated with the initial and other distributions of cash~~ to the ~~shareholders~~possibility ofthat ~~NiMin; (iv) other factors discussed under~~ the ~~heading~~predictions, ~~“risks~~forecasts, ~~and~~projections ~~uncertainties”~~ and ~~(v) the~~other ~~factors~~forward-looking ~~discussed~~information ~~under~~will ~~“risk factors” in our Annual Report. These factors should~~ not ~~be construed as exhaustive~~occur. ~~The~~Such forward-looking ~~statements~~information ~~contained~~ in this MD&A ~~are~~ ~~made~~speaks only as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements contained herein or in any other documents filed with Canadian or U.S. securities authorities whether as a result of ~~new~~ information, future events or otherwise, except in accordance with applicable securities laws. Readers are cautioned that expectations, estimates, projections and assumptions used in the preparation of such forward-looking statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The forward -looking statements are expressly qualified by this ~~cautionary~~Quarterly ~~statement~~Report.

Although NiMin believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. NiMin cannot guarantee future results, levels of activity, performance or achievements.

Statements made in this MD&A regarding the payment of additional liquidating distributions and of the timing of the dissolution are forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties, and there can be no assurance that the expectations reflected in those statements will be realized or achieved. Such risks and uncertainties include, without limitation, possible contingent liabilities and other obligations arising from the sale of the Company’s properties and previous operation of its business; and risks associated with the liquidation and dissolution of the Company, including, without limitation, settlement of the Company’s liabilities and the actual timing of the liquidating distributions and dissolution.

The Board will need to make provision for the satisfaction of all of the Company’s known and unknown liabilities, which could substantially delay or limit the Company’s ability to make distribution in full to Shareholders.

Amounts available for the final distribution to Shareholders will depend on the amount the Board of NiMin determines are appropriate to be transferred to the Liquidating Trust, as defined herein, in accordance with Delaware law, and the consideration received by NiMin for the sale of the beneficial ownership interests in the Liquidating Trust.

BOE Presentation

Barrels of oil equivalent (“boe”) may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet of natural gas (“mcf”): one barrel of oil (“bbl”) is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

Overview

NiMin Energy Corp. (“NiMin”, “we” or the “Company”) was an oil and gas company engaged in the acquisition, development and production of oil and gas properties in the United States. Weuntil ~~have operated as an exploration and production company since late 2006, but as of~~ June 30, 2012, when we noceased ~~longer~~to have oil and gas operations.

The annual and special meeting (the “Special Meeting”) of holders ~~(“Shareholders”)~~ of ~~common~~Common ~~shares~~Shares ~~of the Company~~ (“~~Common Shares~~Shareholders”) was held on June 26, 2012. At the Special Meeting, in addition to annual items of business, ~~shareholders~~Shareholders were asked to consider and vote on, among other things, special resolutions approving the proposed sale of all or substantially all of the Company’s assets (the “Sale of Assets”) including those assets held by NiMin’s wholly-owned subsidiary, Legacy pursuant to purchase and sale agreements with respect to its Wyoming based oil and gas assets (“Wyoming Assets”) ~~assets~~ and California based oil and gas assets (“California Assets”) ~~assets~~.

At the Special Meeting, the ~~shareholders~~Shareholders were also asked to consider and vote on the voluntary liquidation and dissolution of the Company pursuant to the laws of the Business Corporations Act (Alberta) (the “Winding Up ”) and the distribution to ~~shareholders~~Shareholders of the net proceeds of the Sale of Assets (less the settlement of obligations of Legacy,), and cash on hand, as part of such liquidation and dissolution after satisfaction of all liabilities of the Company~~, by way of a reduction of the stated capital of the common shares of the Company~~.

Both the Sale of Assets and the Winding Up were approved by the ~~shareholders~~Shareholders at the Special Meeting. ~~Legacy~~In ~~is a wholly owned subsidiary of NiMin and, therefore, in~~ order for the Company to complete the Winding Up, the appropriate corporate steps ~~must~~were ~~also~~required ~~occur~~to be taken for the dissolution and liquidation of Legacy which dissolution was filed in Delaware on September 17, 2012. Pursuant to the approval of the Sale of Assets, Legacy proceeded with the sale of the Wyoming ~~assets~~Assets and the California ~~assets~~Assets all as more particularly described below.

On June 28, 2012, Legacy completed its previously announced sale of its Wyoming ~~assets~~Assets to BreitBurn Operating L.P., a wholly-owned subsidiary of BreitBurn Energy Partners L.P. (~~NASDAQ: BBEP~~ “BreitBurn”), for total cash consideration of approximately $93 million, being the original purchase price of approximately $98 million less, approximately $5 million adjusted to account for preliminary purchase price adjustments. On August 30, 2012, Legacy completed its final settlement with BreitBurn and received approximately $2.3 million based on the final purchase price adjustments.

On June 29, 2012, Legacy completed its previously announced sale of its California ~~assets~~Assets to Southern San Joaquin Production, LLC for total cash consideration of approximately $26 million, being the original purchase price of approximately $27 million, less approximately $1 million adjusted to account for preliminary purchase price adjustments. Pursuant to the terms of the purchase and sale agreement, $3 million of the $26 million purchase price paid on closing ~~has~~was ~~been~~ deposited with an escrow agent ~~through~~until December 3128, 2012, in connection with various indemnities contained therein. On August 30, 2012, Legacy completed its final settlement with Southern San Joaquin Production LLC and received $347,938 based on the final purchase price adjustments. On December 28, 2012, the $3 million was released to NiMin from the escrow account.

The Winding Up and the dissolution and liquidation of Legacy contemplates the orderly disposition of the assets, the orderly discharge of all outstanding liabilities, including all outstanding debt, and after the establishment of appropriate reserves, the distribution of cash to ~~shareholders~~Shareholders in installments.

~~Upon~~On ~~completion~~September 24, of2012, the ~~disposition~~Board ofdeclared ~~all~~an ~~remaining~~initial ~~assets~~distribution ofto ~~Legacy~~Shareholders ~~and~~of ~~the~~$1.01 ~~settlement~~per ofCommon ~~all~~Share ~~liabilities~~in ofconnection with the ~~Company~~Winding ~~and~~Up. ~~Legacy,~~The ~~the~~distribution ~~Company~~was ~~intends~~made toas ~~distribute~~a ~~the~~return ~~net~~of ~~proceeds~~capital to Shareholders of ~~the~~record ~~liquidation and~~at ~~dissolution~~the close of ~~both~~business ~~Legacy~~on ~~and~~October 9, ~~the~~2012. ~~Company~~The todistribution ~~shareholders~~of in$70,532,740 ~~one~~was orpaid ~~more~~on ~~distribution~~October 22, ~~installments~~2012.

AsUpon acompletion ~~result~~ of the ~~shareholders’~~ ~~approval~~disposition of ~~the~~all ~~Winding~~remaining Upassets of ~~the~~Legacy ~~Company,~~and the ~~liquidation~~settlement ~~basis~~ of ~~accounting~~all ~~was~~liabilities ~~adopted effective June 30, 2012. This basis~~ of ~~accounting~~the isCompany ~~considered~~and ~~appropriate when~~Legacy, ~~among~~the ~~other~~Company ~~things, liquidation of a company is~~intends ~~imminent~~to ~~and~~distribute the net ~~realizable~~proceeds ~~values~~ of ~~assets~~the ~~are reasonably determinable. Under this basis of accounting, assets are valued at their net realizable values and liabilities are stated at their estimated settlement amounts. Further, all costs of~~ liquidation ~~are accrued as of September 30, 2012. Financial information presented as of~~ and ~~subsequent~~dissolution ~~to June 30, 2012, includes a Consolidated Statement~~ of ~~Net~~both ~~Assets~~Legacy and ~~a Consolidated Statement of Changes in Net Assets in Liquidation, as required under~~ the ~~liquidation~~Company ~~basis of accounting. Financial information included for periods ending prior~~ to ~~June 30,~~Shareholders ~~2012,~~in isone ~~presented~~final ~~under~~distribution ~~the~~on ~~going~~a ~~concern~~future ~~basis~~date ofwhich ~~accounting.~~has ~~Therefore, financial information presented as of and for the 3 months ended September 30, 2012, is~~ not ~~comparable~~yet tobeen ~~financial information presented for prior periods~~determined.

OnNiMin ~~September 24, 2012,~~voluntarily delisted the ~~Company’s~~Common ~~board~~Shares offrom ~~directors~~the ~~declared~~TSX anafter ~~initial~~the ~~distribution~~close ~~to shareholders~~ of ~~$1.01~~trading ~~per~~on ~~Common~~October 22, ~~Share~~2012, inand ~~connection~~its ~~with~~listing ~~the~~was ~~winding~~transferred upto ofthe ~~NiMin.~~NEX, ~~The distribution will be made as~~ a ~~return~~separate ofboard ~~capital to shareholders~~ of ~~record at~~ the ~~close~~ ofTSX ~~business~~Venture ~~on October 9~~Exchange (“NEX”), ~~2012,~~effective ~~and~~as ~~the~~of ~~stated~~opening ~~capital~~ of the ~~Company~~market ~~will be reduced accordingly. The distribution will be payable~~ on October 2223, 2012. OnFrom ~~September~~October 2823, 2012, ~~the~~and ~~Toronto~~onwards ~~Stock~~until ~~Exchange~~the ~~(“TSX”) determined~~time that ~~its~~is ~~“Due~~on ~~Bill”~~or ~~trading~~about ~~procedures~~the date of dissolution, the Common Shares will ~~apply~~trade toon the ~~initial~~NEX ~~distribution~~under tothe ~~shareholders~~symbol “NNN.H”.

As a result of the Shareholders’ approval of the Winding Up, the liquidation basis of accounting was adopted effective June 30, 2012. This basis of accounting is considered appropriate when, among other things, liquidation of a company is imminent and the net realizable values of assets are reasonably determinable. Under this basis of accounting, assets are valued at their net realizable values and liabilities are stated at their estimated settlement amounts. Further, all costs of liquidation are accrued as of March 31, 2013. Financial information presented as of and subsequent to June 30, 2012, includes a Consolidated Statement of Net Assets and a Consolidated Statement of Changes in Net Assets in Liquidation, as required under the liquidation basis of accounting. Financial information included for periods ending prior to June 30, 2012, is presented under the going concern basis of accounting.

Data for the statement of operations is not presented for 2013, because using the liquidation basis of accounting, net income/(loss) is no longer reported.

Pursuant to the TSX’s “Due Bill” trading procedures, trades of Common Shares entered into from and including October 4, 2012 until and including October 22, 2012 will have a Due Bill attached which will allow the purchaser to receive the initial distribution instead of the seller, even if such trades are settled after the October 9, 2012 record date. Thus, any trades that are executed during the Due Bill process will be automatically flagged to ensure that purchasers receive the entitlement and sellers do not.

Investors who enter into trades to purchase Common Shares on or after the ex-distribution date of October 23, 2012 will not be entitled to the distribution. The Due Bills will be redeemed on October 25, 2012 once all trades with attached Due Bills entered into up to October 22, 2012 have settled.

NiMin’s wholly-owned subsidiary, Legacy Energy, Inc., a Delaware corporation, dissolved in accordance with the laws of Delaware on September 17, 2012.

On October 10, 2012, NiMin announced that its common shares will be voluntarily delisted from the Toronto Stock Exchange (“TSX”) after the close of trading on October 22, 2012 (the date on which NiMin’s initial distribution will be payable and its listing will be transferred to the NEX, a separate board of the TSX Venture Exchange, effective as of market open on October 23, 2012. From and after October 23, 2012, NiMin’s common shares will trade on the NEX under the symbol “NNN.H”.

Oil and Gas Sales Report

Average daily production sold by region ⁽¹⁾

	SixMonthsEndedJune30, 2012		Three MonthsEndedSeptember 30,2011		Nine MonthsEndedSeptember 30,2011
	Three monthsended March 31,2012
Louisiana (2)
California (2)
Oil - Bbl/d		—		68		69
Oil—Bbl/d		253
Gas - Mcf/d		—		516		514
Gas—Mcf/d		—
Total Louisiana (boe/d)		—		154		155
Total California (boe/d)		253
California (3)		—		—		—
Wyoming (2)
Oil - Bbl/d		242		249		188
Oil—Bbl/d		682
Gas - Mcf/d		—		—		—
Gas—Mcf/d		—
Total California (boe/d)		242		249		188
Total Wyoming (boe/d)		682
Wyoming (3)		—		—		—
Total Oil (Bbl/d)		935
Oil - Bbl/d		652		751		686
Total Gas (Mcf)		—
Gas - Mcf/d		—		—		—
Total (boe/d)		935
Total Wyoming (boe/d)		652		751		686
Total Oil (Bbl/d)		894		1068		943
Total Gas (Mcf)		0		516		514
Total (boe/d)		894		1154		1029

Notes:

(1)	These numbers are net to NiMin’s working interest for the relevant properties.

(2) The ~~Louisiana~~Wyoming ~~producing~~and California properties were sold on ~~December~~June 128, ~~2011~~2012, ~~(see~~and ~~“Liquidity~~June ~~and~~29, ~~Capital~~2012, ~~Resources”)~~respectively.

(3) The Wyoming and California properties were sold on June 28, 2012 and June 29, 2012, respectively.

Crude oil and natural gas sales

Given that the ~~respective~~sale ~~property~~of ~~sales~~the ~~transactions~~Wyoming Assets and California Assets closed on June 28, 2012, and June 29, 2012, respectively, the associated revenues are included in revenues and expenses for the period ending June 30, 2012. However, the purchase and sale agreements provide adjustments to the purchase price be made related to revenues and operating expenses for the period of April 1, 2012, through the closing date of the sale of the properties. As such, the purchase price of the sale of the properties in June 2012 was adjusted for revenues and operating expenses for the period of April 1, 2012, through closing date of the sale of the properties.

For the three months ended ~~September~~March 3031, ~~2011~~2012, ~~we recorded gross revenues of $8.27 million. For~~ the ~~six~~Company ~~months ended June 30, 2012, we~~ recorded gross revenues of $137.7868 million, asentirely ~~compared~~from ~~to $22.32~~oil ~~million~~sales ~~for~~and ~~the~~had ~~nine~~no ~~months ended September 30, 2011. Given the abovementioned sale of the Company’s oil and~~ gas ~~assets during the second quarter of 2012, the Company did not have any~~ sales ~~during~~for the ~~three months ended September 30, 2012~~period.

Crude Oil Derivative Contracts

Commodity price risk iswas the risk that the future cash flows will fluctuate as a result of changes in commodity prices. Commodity prices for crude oil and natural gas ~~are~~were impacted by world economic events that dictate the levels of supply and demand.

In January of 2010, the Company entered into a derivative financial contract for 7,500 Bbls of NYMEX West Texas Intermediate (“NYMEX WTI”) crude oil production per month at a fixed rate of $85.10 per barrel until December 2012.

On December 20, 2010, we agreed to economically hedge the future sales of 125 barrels of NYMEX WTI crude oil per day at a fixed price of $90.40 starting January 1, 2011, for a period of 12 months and 250 barrels of NYMEX WTI crude oil per day at a fixed price of $90.40 starting January 1, 2012, for a period of 12 months.

On November 11, 2011, we entered into a swap contract to minimize the variability in cash flows due to price movements in crude oil. We agreed to economically hedge the future sales of 100 barrels of NYMEX WTI crude oil per day at a fixed price of $96.75 starting January 1, 2012, for a period of 12 months.

We do not designate our derivative financial instruments as hedging instruments for accounting purposes and, as a result, we recognize the current change in a derivative’s fair value in earnings. AtFor ~~December~~the three months ended March 31, ~~2011~~2012, wethe ~~recognized~~change ~~$976,929~~in asderivative contracts included a ~~derivative liability~~realized onloss ~~crude~~of ~~oil~~$341,726 ~~derivative~~and ~~contracts~~an unrealized loss of $344,140.

~~For~~During the ~~three~~second ~~months~~quarter ~~ended~~of ~~September 30~~2012, ~~2011,~~ the ~~change~~Company interminated ~~derivative~~and ~~contracts~~settled ~~included a~~all ~~realized~~derivative ~~loss~~contracts as of ~~$98~~May 17,~~145~~ 2012, and anat ~~unrealized~~March 31, ~~gain~~2013, ofdid not ~~$2.69~~carry ~~million~~derivative contracts on the balance sheet.

During the second quarter of 2012, the Company terminated and settled all derivative contracts as of May 17, 2012, and at September 30, 2012, carried no liability.

Royalties

California

InThe ~~previous periods, the~~ Company paid a crude oil production fee (“Production Fee”) consisting of 100% of the first 635.10 barrels of crude oil produced per month which commenced in 2008 and declines at a rate of 5.5% each year.

For the three months ended ~~September~~March 3031, ~~2011~~2012, wethe ~~recorded~~Production ~~royalties~~Fee inrate ~~California~~was in506.40 ~~the~~barrels ~~amount~~ of ~~$663,587.~~oil ~~For~~per ~~the~~month ~~six~~and ~~months~~the ~~ended~~Company ~~June 30, 2012, we~~ recorded royalties in California in the amount of $~~1.31 million~~712, ~~as compared to $1~~777.50 ~~million for the nine months ended September 30, 2011.~~

Louisiana

Royalties related to Louisiana production varied by property. Effective December 1, 2011, the Company sold all of its producing interest in Louisiana (see “Liquidity and Capital Resources”) and no royalties were recorded for the six months ended June 30, 2012. For the nine months ended September 30, 2011, we recorded $732,305 in royalties representing an average rate of 30.23%.

Wyoming

For the three months ended ~~September~~March 3031, ~~2011~~2012, ~~we recorded $909,732 in royalties in Wyoming representing an average rate of 17.57%. For~~ the ~~six~~Company ~~months ended June 30, 2012, we~~ recorded $~~1.47~~823,539 ~~million~~ in royalties in Wyoming representing an average rate of 16.1202%., ~~as compared to $2.68 million or 18.22% for the nine months ended September 30, 2011.~~

Operating Costs

Six monthsended June 30,2012

Three monthsendedSeptember 30,2011

Nine monthsendedSeptember 30,2011

Three monthsended March 31,2012

($)

~~($)~~

Operating costs

42,~~257~~117,~~619~~531

~~3,826,968~~

~~8,731,503~~

Average operating costs per boe

2624.4589

~~36.04~~

~~31.10~~

Given that the respective property sales transactions closed on June 28, 2012 and June 29, 2012, the associated revenues during the quarter are included in revenues and expenses for the period ending June 30, 2012. However, the purchase and sale agreements provide adjustments to the purchase price be made related to revenues and operating expenses for the period of April 1, 2012, through the closing date of the sale of the properties. As such, the purchase price of the sale of the properties in June 2012, have been adjusted for revenues and operating expenses for the period of April 1 through closing date of the sale of the properties. For the three months ended ~~September~~March 3031, ~~2011~~2012, wethe Company incurred operating costs in the amount of $32.8312 million.

~~For~~Operating ~~the~~costs ~~six~~included ~~months~~severance ~~ended~~taxes ~~June 30,~~paid ~~2012,~~in weWyoming. ~~incurred~~There ~~operating~~was ~~costs~~no severance tax in the ~~amount~~state of $4California.26 ~~million,~~For asthe ~~compared~~three tomonths ~~$8.73~~ended March 31, ~~million~~2012, ~~for~~ the ~~nine~~Company ~~months~~recorded ~~ended September 30~~$536,146 ~~2011~~in severance taxes.

~~Operating~~21 costs included severance taxes paid in Louisiana and Wyoming. There is no severance tax in the state of California. Severance taxes in Louisiana consist of 12.5% on gross oil sales and $0.164 per Mcf of gas sales. For the three months ended September 30, 2011, we recorded $654,996 in severance taxes. For the six months ended June 30, 2012, we recorded $996,327 in severance taxes, as compared to $1.73 million for the nine months ended September 30, 2011.

General and Administrative Expenses (“G&A”)

	Six monthsendedJune 30,2012		Three monthsendedSeptember 30,2011		Nine monthsendedSeptember 30,2011
	($)		($)		($)
G&A expense before stock-based compensation		3,753,693		1,306,526		4,082,524
Average per boe		23.32		12.31		14.54
Stock-based compensation (“SBC”)		2,289,567		526,990		1,861,058
Average per boe		14.22		4.96		6.63
G&A		6,043,260		1,833,516		5,943,582
Average per boe		37.55		17.27		21.17

For the six months ended June 30, 2012, we recorded G&A expense, excluding SBC, of $3.75 million, as compared to $4.08 million for the nine months ended September 30, 2011.

~~Following~~General ~~the approval of the Winding Up of the Company, all outstanding unvested options became automatically vested~~ and ~~the~~Administrative ~~Company~~Expenses ~~recognized~~(“G&A”) ~~the remaining grant date fair value of approximately $1.7 million in the current period.~~

For the six months ended June 30, 2012, we recorded SBC in the amount of $2.29 million, as compared to $1.86 million for the nine months ended September 30, 2011.


	Three months ended March 31, 2012
	($)
G&A expense before stock-based compensation		1,576,028
Average per boe		18.52
Stock-based compensation (“SBC”)		543,936
Average per boe		6.39

G&A		2,119,964

Average per boe		24.92

	Six months endedJune 30, 2012		Three months endedSeptember 30, 2011		Nine months endedSeptember 30, 2011
	($)		($)		($)
Liquidation related expenses		7,537,423		—		—

For the three months ended March 31, 2012, the Company recorded G&A expense, excluding SBC, of $1.58 million.

For the six months ended June 30, 2012, we recorded liquidation related expenses of $7.54 million primarily comprising of accrued professional fees, and severance and payroll related payments.

Depreciation, Depletion, Amortization and Accretion Expense (“DD&A”)

Six months endedJune 30, 2012

Three months endedSeptember 30, 2011

Nine months endedSeptember 30, 2011

Three monthsended March 31,2012

($)

~~($)~~

DD&A expense

1897,~~697,361~~825

~~951,079~~

~~2,521,067~~

Average per boe

10.55

~~8.96~~

~~8.98~~

We ~~follow~~followed the full-cost method of accounting and all costs included in proved properties and all future development ~~costs~~ costs along with our total proved reserves determine the period’s depletion cost.

For the three months ended ~~September~~March 3031, ~~2011~~2012, wethe Company recorded DD&A in the amount of $~~951~~897,~~079~~825.

For the six months ended June 30, 2012, we recorded DD&A in the amount of $1.68 million, as compared to $2.52 million for the nine months ended September 30, 2011.

Change in Fair Value of Warrants and Options

The exercise price of certain warrants iswas denominated in Canadian dollars which iswas not the functional currency of the Company. As a result, these warrants ~~are~~were ~~classified as a liability on the balance sheet and~~ recorded at their fair value at the end of each period and the change in fair value recognized in earnings.

During the ~~nine~~ three months ended ~~September~~March 3031, 2012, none of the issued warrants were exercised,. ~~and~~At ~~due~~March 31, ~~to the pending liquidation~~2012, ~~the~~a ~~Company~~charge ~~valued~~of ~~the~~$223,826 ~~warrants~~with ~~based~~respect ~~on the expected cash distribution~~ to ~~shareholders~~outstanding aswarrants ~~this~~was ~~represents~~recognized ~~management’s~~in ~~best~~earnings ~~estimate~~during of the ~~value~~three ofmonths ~~the~~ended ~~underlying equity instruments as of September~~March 3031, 2012. AsThe ~~the warrants have an exercise price greater than the expected cash distribution to~~fair ~~shareholders, the~~ value of the warrants ~~were determined to approximate zero. Further, a gain of $235,134~~ was ~~recognized~~calculated inusing ~~earnings during~~ the ~~six~~Black-Scholes ~~months~~Merton ~~ended~~Model ~~June 30,~~(“Black-Scholes ~~2012~~Model”).

~~During~~At ~~the three months ended September~~March 3031, ~~2011~~2012, ~~333,900 warrants were exercised and~~ a ~~total of 5,354,800 warrants were exercised during the nine months ended September 30, 2011. At~~charge ~~September 30, 2011, the fair value~~ of ~~the outstanding warrants was~~ $~~601~~266,~~273,~~023 with arespect ~~gain~~to ofoutstanding ~~$2.08~~options ~~million~~was recognized in earnings during the three months ended ~~September~~March 3031, ~~2011, and a gain of $689,799 recognized in earnings during the nine months ended September 30, 2011~~2012. AsThe afair ~~result~~value of the ~~approval~~options ofwas ~~the~~calculated ~~Winding~~using ~~Up of~~ the ~~Company~~Black-Scholes ~~in July 2012, 2,188,970 unexercised warrants were terminated~~Model.

2322

The exercise price of 2.70 million stock options relating to former employees that transitioned to a consulting role is denominated in Canadian dollars, which is not the functional currency of the Company (which is the U.S. dollar). As a result, the applicable 2.20 million vested options were classified as a liability on the balance sheet and recorded at their fair value at the end of each period with the change in fair value recognized in earnings. Following the approval of the Winding Up of the Company, all outstanding unvested options became automatically vested and the Company recognized the remaining grant date fair value of approximately $1.7 million in the current period.

As a result of the approval of the Winding Up of the Company, the Company valued the stock options based on the expected cash distribution to shareholders as this represents management’s best estimate of the valuation of the underlying equity instruments as of June 30, 2012. As the stock options at June 30, 2012, have an exercise price greater than the expected cash distribution to shareholders, the value of the stock options were determined to approximate zero. Further, a gain of $296,519 was recognized in earnings during the six months ended June 30, 2012. In addition, all stock options were terminated at September 30, 2012.

Interest Income and Expense

For the ~~six~~ three months ended ~~June~~March 3031, 2012, wethe Company recorded interest expense of $61.4439 million ($~~3.49~~265,701 ~~million~~ non-cash) related to the Senior Loan. ~~(as~~The ~~define~~amortization ~~herein,~~of ~~see~~debt ~~“Liquidity~~issuance ~~and~~cost ~~Capital~~related ~~Resources”), as compared~~ to ~~$4.01 million ($648,125~~the ~~non-cash)~~Senior ~~for~~Loan ~~the~~was ~~nine~~included ~~months~~in ~~ended~~interest ~~September 30, 2011 related to the Senior Loan~~expense.

AsFor ~~part of~~ the ~~Winding~~three Upmonths ofended ~~the Company, on June~~March 2831, 2012, the Company ~~prepaid~~recorded ~~the~~interest ~~entire~~income ~~amount of the Senior Loan and as a result, a prepayment penalty of 2% representing $707,705 was applied on~~ in ~~addition to~~ the amount ~~accrued interest~~ of $14,~~118,853 and principal of $36,000,000~~932. ~~The remaining unamortized debt issuance cost of $3.23 million related to the Senior Loan is included in current period interest expense.~~

For the six months ended June 30, 2012, we recorded interest income in the amount of $10,673, as compared to $37,501 for the nine months ended September 30, 2011.

Income Tax

AtAs ~~September~~of December 3031, 2012, and March 31, 2013, the Company had ~~estimated~~a anreceivable ~~alternative~~for ~~minimum~~ U.S. income ~~tax~~taxes ~~liability~~ of $1329,~~458,816,~~185 ~~for~~resulting ~~Federal~~from ~~and~~an ~~California~~overpayment ~~purposes,~~of income ~~relating~~taxes toin ~~taxable~~2012. ~~gains~~The ~~resulting~~Company ~~from~~generated ~~the~~additional ~~sale~~net ofoperating ~~its~~losses ~~oil~~during ~~and~~the ~~gas~~three ~~properties~~months inended ~~the current period.~~March ~~The~~31, ~~Federal~~2013, ~~taxable~~but ~~income~~deferred ~~for~~tax ~~regular~~assets ~~income~~have ~~tax~~been ~~purposes~~recorded ~~was~~at ~~fully reduced~~their by net ~~operating~~realizable ~~loss~~value ~~carryforwards~~ of $~~64,276,981.~~0 ~~The~~under ~~Company’s~~the ~~deferred~~liquidation ~~tax~~basis ~~assets~~of ~~were previously subject to full valuation allowance~~accounting.

Foreign Currency Exchange

Our foreign exchange expense is derived from our cash balances denominated in Canadian dollars. For the three months ended September 30, 2011, we recorded a foreign exchange gain of $74,969. For the six months ended June 30, 2012, we recorded a foreign exchange loss of $438, as compared to a foreign exchange gain of $239,558 for the nine months ended September 30, 2011.

Liquidity and Capital Resources

Upon completion of the disposition of all remaining assets of Legacy and the settlement of all liabilities of the Company and Legacy, the Company ~~intends~~will to distribute the net proceeds of the liquidation and dissolution of both Legacy and the Company to ~~shareholders in multiple distribution installments~~Shareholders. NiMin’s wholly-owned subsidiary, Legacy Energy, Inc., a Delaware ~~corporation~~company, dissolved in accordance with the laws of Delaware on September 17, 2012.

24The Board declared an initial distribution to Shareholders of $1.01 per Common Share in connection with the Winding Up of NiMin. The distribution was made as a return of capital to Shareholders of record at the close of business on October 9, 2012. The distribution was paid on October 22, 2012.

As mentioned above, the Company’s board of directors declared an initial distribution to shareholders of $1.01 per Common Share in connection with the winding up of NiMin. The distribution will be made as a return of capital to shareholders of record at the close of business on October 9, 2012, and the stated capital of the Company will be reduced accordingly. The distribution will be payable on October 22, 2012. On September 28, 2012, the Toronto Stock Exchange (“TSX”) determined that its “Due Bill” trading procedures will apply to the initial distribution to shareholders. The estimated $1.13 net assets in liquidation per outstanding share has not been reduced for the initial distribution of $1.01 per Common Share declared by the board of directors on September 24, 2012, payable on October 22, 2012 to Shareholders of record on October 9, 2012.

The amount and timing of any subsequent distributions to shareholders will depend on a number of factors, several of which cannot be determined at this time, including the ultimate amount of our known, unknown, and contingent liabilities. As a result, the amount of cash remaining following completion of our liquidation and dissolution could vary from our current estimates.

~~Financial~~Overall ~~information~~net ~~presented~~assets asin ofliquidation ~~and~~decreased ~~subsequent~~from to$7,836,918 ~~June~~at December 3031, 2012, ~~includes~~to ~~a Consolidated~~$6,684,428 ~~Statement~~at ofMarch 31, ~~Net~~2013. ~~Assets~~The ~~and~~decrease aprimarily ~~Consolidated~~resulted ~~Statement~~from changes in liquidation accruals related to professional fees of ~~Changes~~$687,696, inasset ~~Net~~retirement ~~Assets~~obligations inof ~~Liquidation~~$279,776, asand ~~required~~adjustments ~~under~~to ~~the~~other liquidation ~~basis~~accruals of ~~accounting~~$145,789. ~~Overall~~The ~~net~~Company ~~assets~~completed its 2012 tax filings in ~~liquidation~~both ~~increased~~the ~~$829,034~~United ~~from~~States ~~$77,914,535~~and atCanada ~~June 30~~in the current quarter. Furthermore, ~~2012~~the toCompany ~~$78,743,569~~is atawaiting ~~September 30,~~the ~~2012.~~tax ~~The~~clearance ~~increase~~from ~~was~~the ~~primarily~~Canada ~~related~~Revenue toAgency, the tax ~~liability~~refund ~~adjustments~~from ofthe $1Internal Revenue Service,~~019,447~~ and completion of well site restoration in Louisiana. The remaining ~~change~~decrease in net assets related to ~~investment~~uncollectable ~~income,~~accounts receivable ~~adjustments~~of ~~to assets~~$28,689 ~~costs~~and ~~incurred,~~foreign ~~and~~exchange adjustments ~~to liquidation~~of ~~accruals~~$10,540 during the three month period.

The ~~following~~numbers ~~table~~reflected ~~summarizes~~in ~~our~~the ~~cash~~statement ~~flows~~of net assets and the estimated $0.10 net assets in liquidation per outstanding share include management estimates made as of March 31, 2013, for the ~~periods~~next ~~presented~~five months, the estimated remaining period for dissolution. They do not necessarily reflect the final dollars that may be available to the Company for distribution to Shareholders. Any distribution amounts can only be calculated upon completion of all the dispositions, discharges and determinations of reserves.

	Six months endedJune 30, 2012($)			Three months endedSeptember 30, 2011($)			Nine months endedSeptember 30, 2011($)
Cash flows (used in) provided by operating activities		(353,751	)		(844,133	)		(723,350	)
Cash flows (used in) provided by investing activities		114,522,823			(6,540,829	)		(17,818,168	)
Cash flows (used in) provided by financing activities		(36,029,108	)		4,055,652			11,791,667
Increase (decrease) in cash and cash equivalents		78,139,964			(3,329,310	)		(6,749,851	)
Cash and cash equivalents at beginning of the period		3,811,028			9,490,005			9,490,005
Foreign exchange on cash and cash equivalents		—			(276,892	)		(112,004	)
Cash and cash equivalents at end of the period		81,950,992			5,883,804			2,628,150

In September 2011, we completed the Private Placement of 2,758,620 Units of the Company at a purchase price of CDN$1.45 per Unit for gross proceeds of CDN$3,999,999 or USD $4,010,545, net of CDN $267,224 or USD $267,928 of agents fees.

Effective December 1, 2011, we completed the divestiture of the Company’s non-operated and non-core interests in producing oil and gas properties located in the southern onshore region of Louisiana for a total of $1 million.

On June 28, 2012, and June 29, 2012, the Company completed its sale of its oil and gas properties in Wyoming and California for USD $93 million and USD $26 million, respectively.

~~On June 30, 2010, the Company entered into a senior secured loan (the “Senior Loan”) in the amount of $36 million from a U.S. based institutional private lender (the “Lender”).~~ The ~~Company~~following ~~borrowed~~table ~~$36~~summarizes ~~million~~our ~~subject~~cash toflows anfor original issuer discount of 7.5%, a commitment fee of 1%, a placement fee of 1% and a transaction fee of 3%. Debt issuance costs of $4.9 million were incurred and were being amortized to net income under the ~~effective~~periods ~~interest method~~presented. ~~The Senior Loan had a 12.5% fixed interest rate and a term of five years. Interest was paid quarterly beginning September 30, 2010.~~


	Three months ended March 31, 2012 ($)
Cash flows (used in) provided by operating activities		732,432
Cash flows (used in) provided by investing activities		(1,464,952	)
Cash flows (used in) provided by financing activities		—

Increase (decrease) in cash and cash equivalents		(732,520	)
Cash and cash equivalents at beginning of the period		3,811,028
Foreign exchange on cash and cash equivalent		—

Cash and cash equivalents at end of the period		3,078,508

~~Research~~During ~~and~~the ~~development~~three months ended March 31, ~~patents~~2012, ~~and~~our ~~licenses~~cash balance decreased by $732,520, ~~etc~~primarily due to $1.46 million invested in oil and natural gas properties and equipment.

In December, 2010, the U.S. Patent and Trademark Office issued a patent to NiMin for its CMD process for enhanced oil recovery. Our patent covers the process of the injection of oxygen and water as foam to create carbon dioxide (“CO2”) and steam in the reservoir through wet combustion. Assets relating to the CMD technology were written down to the net realizable value of $0 within general and administrative expenses on June 30, 2012. The Company plans on transferring the patents to the Legacy Liquidating Trust as a part of the Winding Up.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements during the ~~six~~three months ended ~~June~~March 3031, ~~2012, and the nine months ended September 30, 2011, except for the office lease obligations which were outstanding during those respective periods~~2013.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. For a detailed discussion of our critical accounting policies, please refer to our Annual Report. The Company adopted the liquidation basis of accounting effective June 30, 2012. This basis of accounting is considered appropriate when, among other things, liquidation of a company is imminent and the net realizable values of assets are reasonably determinable. Under this basis of accounting, assets are valued at their net realizable values and liabilities are stated at their estimated settlement amounts. The Company will continue to incur operating costs ~~and receive income on its cash investments~~ from ~~September~~March 3031, ~~2012~~2013, through the liquidation of the Company ~~throughout the Liquidation Period~~. On a regular basis, we evaluate our assumptions, judgments and estimates that can have a significant impact on our reported net assets in liquidation based on the most recent information available to us, and when necessary make changes accordingly. Actual costs and income may differ from our estimates, which might reduce net assets available in liquidation to be distributed to shareholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk

Our primary market risk iswas market changes in oil and natural gas prices. Commodity prices for crude oil and natural gas ~~are~~were impacted by world economic events that dictate the levels of supply and demand. During the year ended December 31, 2011, we entered into swap contracts to minimize the variability in cash flows due to price movements in crude oil (See Item 2 – “MD&A – Crude Oil and Derivative Contracts”). ~~During the second quarter of 2012, the Company terminated and settled all derivative contracts as of May 17, 2012, and at September 30, 2012, carried no liability.~~

26During the second quarter of 2012, the Company terminated and settled all derivative contracts as of May 17, 2012, and at March 31, 2013, did not carry derivative contracts on the balance sheet.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) conducted an evaluation regarding the effectiveness of the design and operation of the Company’s disclosure control and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934 (“Exchange Act”) as of the end of the period covered by this quarterly Report on Form 10-Q.

Based on the evaluation, management concluded that as of ~~September~~March 3031, ~~2012~~2013, the Company’s disclosure controls and procedures continue to ~~not~~ be ineffective ~~effective~~ because of the material weaknesses as described in Management’s Report on Internal Control over Financial Reporting in our annual report on Form 10-K for the year ended December 31, ~~2011~~2012, as amended from time to time, and ~~filed~~ filed with the SEC on March 1411, ~~2012~~2013.

(b) Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2012~~2013, that have ~~materially~~ materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

2725

PART II – OTHER INFORMATION

ITEM 1.A. RISK FACTORS

~~Not~~The ~~Applicable~~amount and timing of the final liquidating distribution to our Shareholders are subject to risks. These risks include those described below and may include additional risks and uncertainties not presently known to us. The amount and timing of the final liquidating distribution to our Shareholders could be materially adversely affected by any of these risks. These risks should be read in conjunction with the other information in this Quarterly Report.

~~ITEM~~The final liquidating distribution to Shareholders may be less than we currently estimate. In this Quarterly Report, we have estimated our net assets in liquidation and our net assets in liquidation per outstanding share, pursuant to requirements for liquidation accounting. These estimates will be affected by factors which may be outside of our control, including unforeseen contingent liabilities arising out of the sale of our properties or the previous conduct of our business and expenses we incur prior to the liquidation and dissolution of the Company. For instance, as of March 231, 2013, we have accrued for an asset retirement obligation of $301,461 related to the completion of well site restoration in Louisiana and if the expenses and liability related to such obligation are higher than we have estimated at the time of liquidation, the funds available for distribution to our Shareholders will be less. ~~UNREGISTERED~~In ~~SALES~~addition, OFwe ~~EQUITY~~have accrued for various expenses including professional fees and other costs related to the liquidation, and in the event the Company is not dissolved within the ~~SECURITIES~~timeframe ~~AND~~we ~~USE~~have OFestimated, ~~PROCEEDS~~or if we encounter unforeseen circumstances that increase these fees and costs from our current estimates, the amount available for distribution to Shareholders will be less.

~~Not~~The ~~Applicable~~dissolution of the Company could take longer than we currently anticipate. Before the Company can be dissolved, the Board will need to make provision for the satisfaction of all of the Company’s known and unknown liabilities, the Company will need to obtain tax clearance in Canada, and all of the Company’s remaining assets will need to be liquidated. If any of these actions take longer than anticipated, the Company’s costs could increase, which would decrease the amount of cash available for distribution, and could delay or limit the Company’s ability to make the final distribution to Shareholders.

ITEM 32. ~~DEFAULTS~~PROPERTIES ~~UPON SENIOR SECURITIES~~

~~None~~Following the completion of the sale of our Wyoming Assets and our California Assets, we have no other material oil and gas properties. We currently lease our office space, through the final dissolution of NiMin.

ITEM 3. LEGAL PROCEEDINGS

We are not aware of any claims which could have a material impact to our financial statements, and we do not know of any material proceedings contemplated by governmental authorities. We are not aware of any material proceedings to which any director, officer or any of our affiliates, any owner of record or beneficially of more than five percent of any class of our voting securities, or any associate of any such director, officer, our affiliates, or security holder, is a party adverse to us or our consolidated subsidiary or has a material interest adverse to us or our consolidated subsidiary.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS ~~AND FINANCIAL STATEMENT SCHEDULES~~

EXHIBITS

31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

~~31.2~~27 ~~Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities ~~Axchange~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NIMIN ENERGY CORP.

(Registrant)

Dated: October 22, 2012	By:	/s/ Clarence Cottman III
Dated: May 13, 2013			By: /s/ Clarence Cottman III
	~~Clarence Cottman III~~		Clarence Cottman III
	~~Chief Executive Officer~~		Chief Executive Officer
	By:	/s/ Jonathan S. Wimbish
			By: /s/ Jonathan S. Wimbish
	~~Jonathan S. Wimbish~~		Jonathan S. Wimbish
	~~Chief Financial Officer~~		Chief Financial Officer

3028

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