SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Indaba Capital Management, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D. SUITE DM700

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2012

3. Issuer Name and Ticker or Trading Symbol
NiMin Energy Corp. [ NEYYF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,557,757	D⁽¹⁾
Common Stock	9,557,757	I	See Footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/14/2012	07/15/2013	Common Stock	24,500	$0.9513⁽⁵⁾	D⁽¹⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/14/2012	07/15/2013	Common Stock	24,500	$0.9513⁽⁵⁾	I	See Footnote⁽²⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/18/2012	07/15/2013	Common Stock	30,000	$0.9524⁽⁵⁾	D⁽¹⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/18/2012	07/15/2013	Common Stock	30,000	$0.9524⁽⁵⁾	I	See Footnote⁽²⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/19/2012	07/15/2013	Common Stock	46,000	$0.9676⁽⁵⁾	D⁽¹⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/19/2012	07/15/2013	Common Stock	46,000	$0.9676⁽⁵⁾	I	See Footnote⁽²⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/21/2012	07/15/2013	Common Stock	568,500	$0.9576⁽⁵⁾	D⁽¹⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/21/2012	07/15/2013	Common Stock	568,500	$0.9576⁽⁵⁾	I	See Footnote⁽²⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/25/2012	07/15/2013	Common Stock	15,000	$0.9571⁽⁵⁾	D⁽¹⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/25/2012	07/15/2013	Common Stock	15,000	$0.9571⁽⁵⁾	I	See Footnote⁽²⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/26/2012	07/15/2013	Common Stock	112,500	$0.9623⁽⁵⁾	D⁽¹⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/26/2012	07/15/2013	Common Stock	112,500	$0.9623⁽⁵⁾	I	See Footnote⁽²⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/27/2012	07/15/2013	Common Stock	71,000	$0.9702⁽⁵⁾	D⁽¹⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/27/2012	07/15/2013	Common Stock	71,000	$0.9702⁽⁵⁾	I	See Footnote⁽²⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/28/2012	07/15/2013	Common Stock	261,500	$0.9729⁽⁵⁾	D⁽¹⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/28/2012	07/15/2013	Common Stock	261,500	$0.9729⁽⁵⁾	I	See Footnote⁽²⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/29/2012	07/15/2013	Common Stock	63,500	$0.9882⁽⁵⁾	D⁽¹⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	06/29/2012	07/15/2013	Common Stock	63,500	$0.9882⁽⁵⁾	I	See Footnote⁽²⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	07/03/2012	07/15/2013	Common Stock	388,600	$1.0008⁽⁵⁾	D⁽¹⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	07/03/2012	07/15/2013	Common Stock	388,600	$1.0008⁽⁵⁾	I	See Footnote⁽²⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	07/05/2012	07/15/2013	Common Stock	322,900	$0.9812⁽⁵⁾	D⁽¹⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	07/05/2012	07/15/2013	Common Stock	322,900	$0.9812⁽⁵⁾	I	See Footnote⁽²⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	07/06/2012	07/15/2013	Common Stock	96,000	$0.9934⁽⁵⁾	D⁽¹⁾
Cash-Settled Equity Swap⁽³⁾⁽⁴⁾	07/06/2012	07/15/2013	Common Stock	96,000	$0.9934⁽⁵⁾	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

Indaba Capital Management, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D. SUITE DM700

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Indaba Partners, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, SUITE DM700

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SCHRIER DEREK C

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, SUITE DM700

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Indaba Capital Fund, L.P.

(Last)

(First)

(Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

PO BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are directly owned by Indaba Capital Fund, L.P.

2. These securities are indirectly beneficially owned by (a) Indaba Capital Management, LLC by virtue of its role as the investment manager of Indaba Capital Fund, L.P., (b) Indaba Partners, LLC by virtue of its role as the general partner of Indaba Capital Fund, L.P., and (c) Derek C. Schrier as the Senior Managing Member of Indaba Capital Management, LLC and Indaba Partners, LLC. Each Reporting Person hereby disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. Under the terms of the cash-settled total equity return swap transaction, (a) Indaba Capital Fund, L.P. will be obligated to pay to the counterparty an amount equal to the decrease in the market value of the reference shares, or (b) the counterparty will be obligated to pay Indaba Capital Fund, L.P. an amount equal to the increase in the market value of the reference shares. Any dividends received by the counterparty will be paid to Indaba Capital Fund, L.P. with interest. Indaba Capital Fund, L.P. will be obligated to pay the counterparty interest on the notional amount of the securities.

4. These contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such contracts or that may be held from time to time by any counterparties to the contracts.

5. The reference price associated with the applicable cash-settled total return equity swap.

Remarks:

	/s/ Hank Brier, as General Counsel of Indaba Capital Management, LLC	10/01/2012
	/s/ Hank Brier, as General Counsel of Indaba Partners, LLC	10/01/2012
	/s/ Hank Brier, as General Counsel of Indaba Partners, LLC, the general partner of Indaba Capital Fund, L.P.	10/01/2012
	/s/ Derek C. Schrier	10/01/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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