COPY OF FINAL PROSPECTUS - Mirabela Nickel

ABN 23 108 161 593
Ground⋅Floor, 8⋅Colin⋅Street
West Perth⋅⋅WA⋅⋅6005
Tel:⋅+61⋅8⋅9324⋅1177
Fax:⋅+61⋅8⋅9324⋅2171
Email:⋅info@mirabela.com.au
26 April 2007
Manager Announcements
Company Announcements Office
Australian Stock Exchange Limited
10th Floor, 20 Bond Street
SYDNEY NSW 2000
via electronic lodgement
Dear Sir/Madam,
\
COPY OF FINAL PROSPECTUS
Not for distribution to United States newswire services or for dissemination in the United States.
Please find attached a copy of the Company’s final prospectus that has been filed with regulatory authorities in Canada,
per the Company’s announcement made earlier today.
Additional information relating to Mirabela is available on the company’s website at: www.mirabela.com.au.
For further information please contact:
Stephen Hills
Chief Financial Officer
The securities referred to herein have not been registered under the US Securities Act of 1933 and may not be offered or sold in the
United States or to a US person absent registration or an applicable exemption from registration.
For further information please contact:
MIRABELA NICKEL LIMITED
Ground Floor, 8 Colin Street, West Perth 6005
Telephone: +61 8 9324 1177 Facsimile: +61 8 9324 2171
www.mirabela.com.au info@mirabela.com.au
ASX Code: MBN TSX Code : MNB

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a
public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such
securities. The securities offered hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended
(the ‘‘US Securities Act’’) or any state securities laws. Accordingly, except as permitted by the Agency Agreement and pursuant to exemptions from the
registration requirements of the US Securities Act and state securities laws, these securities may not be offered or sold within the United States or to or for
the account or benefit of a United States person. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these
securities within the United States. See ‘‘Plan of Distribution’’.
PROSPECTUS
New Issue April 23, 2007
30MAR200715160103
ACN 108 161 593
C$159,000,000
30,000,000 Shares
This prospectus qualifies the distribution (the ‘‘Offering’’) by Mirabela Nickel Limited (‘‘Mirabela’’) of an aggregate
of 30,000,000 ordinary shares in the capital of Mirabela (the ‘‘Shares’’) to be issued and sold at a price of C$5.30 per
Share (the ‘‘Offering Price’’), pursuant to the terms of an agency agreement dated April 23, 2007 (the ‘‘Agency
Agreement’’) among Mirabela, Cormark Securities Inc., Dundee Securities Corporation, GMP Securities L.P.,
RBC Dominion Securities Inc. and BMO Nesbitt Burns Inc. (collectively, the ‘‘Agents’’).
The outstanding ordinary shares of Mirabela are listed on the Toronto Stock Exchange (the ‘‘TSX’’) under the symbol
‘‘MNB’’ and on the Australian Securities Exchange (the ‘‘ASX’’) under the symbol ‘‘MBN’’. On April 20, 2007 (the last
trading day prior to the date hereof), the closing price of the ordinary shares on the ASX was A$5.86. The ordinary
shares commenced trading on the TSX on March 26, 2007. On April 20, 2007 (the last trading day prior to the date
hereof), the closing price of the ordinary shares on the TSX was C$ 6.00. The TSX has conditionally approved the
listing of the Shares distributed under this prospectus on the TSX. Listing of the Shares is subject to Mirabela fulfilling
all of the listing requirements of the TSX on or before June 24, 2007.
Price: C$5.30 per Share
Price to
Proceeds to
the Public (1) Agents’ Fee (2) Mirabela (3)
Per Share ......................................... C$5.30 C$0.27 C$5.03
Total Offering (4)(5) ................................... C$159,000,000 C$7,950,000 C$151,050,000
Notes:
(1) The Offering Price was determined by negotiation between Mirabela and Cormark Securities Inc., on behalf of the Agents.
(2) Pursuant to the terms and conditions of the Agency Agreement, Mirabela has agreed to pay the Agents a cash fee (the ‘‘Agents’ Fee’’) equal to
5% of the gross proceeds of the Offering. See below and ‘‘Plan of Distribution’’.
(3) After deducting the Agents’ Fee and before deducting expenses of the Offering, which are estimated to be C$1,400,000, which Mirabela will
pay from the proceeds of the Offering.
(4) Mirabela has granted the Agents an option (the ‘‘Over-Allotment Option’’), exercisable until the date that is 30 days following the closing of
the Offering, to purchase that number of additional Shares equal to up to 15% of the Shares sold in the Offering, to cover over-allotments, if
any, and for market stabilization purposes. This prospectus qualifies the distribution of the Over-Allotment Option and the distribution of the
Shares to be issued upon exercise of the Over-Allotment Option. See ‘‘Plan of Distribution’’.
(5) If the Over-Allotment Option is exercised in full, the total price to the public, Agents’ Fee and net proceeds to Mirabela will be C$182,850,000,
C$9,142,500 and C$173,707,500, respectively.
(continued on next page)

(continued from cover)
Unless otherwise defined herein, the term ‘‘Shares’’ shall include the ordinary shares offered under this
prospectus and the ordinary shares issuable on exercise of the Over-Allotment Option.
The Agents, as exclusive agents for the purposes of the Offering, hereby conditionally offer the Shares on a best
efforts basis, subject to prior sale, if, as and when issued by Mirabela and accepted by the Agents in accordance
with the terms and conditions contained in the Agency Agreement referred to under ‘‘Plan of Distribution’’ and
subject to the approval of certain legal matters on behalf of Mirabela by Lawson Lundell LLP and on behalf of
the Agents by Cassels Brock & Blackwell LLP.
The Shares are being offered to the public in all of the provinces of Canada, except for Québec and in the
United States and Australia on a private placement basis.
Subscriptions for the Shares offered hereunder will be received subject to rejection or allotment in whole or in
part and the right is reserved to close the subscription books at any time without notice. It is expected that the
closing of the Offering will take place on or about May 2, 2007 or on such other date as Mirabela and the Agents
may agree, but no later than May 31, 2007.
Subject to applicable laws and in connection with the Offering, the Agents may over-allot or effect transactions
which stabilize or maintain the market price of the Shares at levels other than those which otherwise might
prevail on the open market. See ‘‘Plan of Distribution’’ and ‘‘Use of Proceeds’’.
An investment in the Shares is speculative and involves a significant degree of risk. Investors should carefully
review the risk factors outlined in this prospectus before purchasing the Shares. See ‘‘Risk Factors’’.
The Offering is being made by Mirabela, an Australian issuer with its head office and registered office at 8 Colin
Street, Ground Floor, West Perth, Western Australia. Some or all of the directors and officers of Mirabela and
some or all of the experts named in this prospectus reside outside of Canada. Some or all of the assets of those
persons and Mirabela may be located outside of Canada. Furthermore, Mirabela is incorporated under the laws
of a foreign jurisdiction and resides outside of Canada. Although Mirabela has appointed Lawson Lundell LLP,
Suite 1600, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, Canada as its agent for services of
process in Canada, it may not be possible for investors to collect from Mirabela or to enforce judgments
obtained in Canadian courts predicated upon the civil liability provisions of applicable Canadian securities laws
against Mirabela, its directors and officers and certain of the experts named in this prospectus. Moreover, it may
not be possible for investors to effect service of process within Canada upon the directors, officers and experts
referred to above.
Mirabela may be a ‘‘connected issuer’’ of Dundee Securities Corporation, one of the Agents. Based on information
provided by Dundee Securities Corporation, Dundee Securities Corporation, the directors, officers, employees
and affiliates thereof, and the associates of each of them, own or control, as of April 20, 2007, in aggregate,
14,707,408 ordinary shares representing 16.62% of the issued and outstanding ordinary shares of Mirabela and
15.76% of the ordinary shares of Mirabela on a fully diluted basis. See ‘‘Plan of Distribution — Conflicts of
Interest’’.

TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS .... i CONSOLIDATED CAPITALIZATION .... 53
FINANCIAL INFORMATION AND
PRINCIPAL HOLDERS OF SHARES ..... 54
ACCOUNTING PRINCIPLES ......... i
OPTIONS TO ACQUIRE SHARES ....... 54
EXCHANGE RATE INFORMATION ..... ii
PRICE RANGE AND TRADING
ELIGIBILITY FOR INVESTMENT ...... ii VOLUME OF SHARES .............. 55
PROSPECTUS SUMMARY ............. 1 PRIOR SALES OF SHARES ............ 55
CORPORATE STRUCTURE ........... 7 INDEBTEDNESS OF DIRECTORS AND
OFFICERS ....................... 55
GENERAL BUSINESS OF THE
COMPANY ....................... 7
DIRECTORS AND OFFICERS .......... 56
DRILLING AND EXPLORATION OF THE
EXECUTIVE COMPENSATION ......... 60
SANTA RITA PROJECT AREA AND PLAN OF DISTRIBUTION ............. 62
THE PALESTINA PROJECT AREA .... 15
RISK FACTORS ..................... 64
THE NICKEL MARKET ............... 19
INTEREST OF MANAGEMENT AND
DETAILS OF THE SANTA RITA
OTHERS IN MATERIAL
PROJECT ........................ 24 TRANSACTIONS .................. 69
MIRABELA’S OTHER PROJECTS ....... 39 LEGAL PROCEEDINGS .............. 70
CANADIAN FEDERAL INCOME TAX
LEGAL MATTERS ................... 70
CONSIDERATIONS FOR CANADIAN
SHAREHOLDERS OF MIRABELA .... 41
EXPERTS .......................... 70
AUDITORS, TRANSFER AGENT AND
CANADIAN AND AUSTRALIAN
REGISTRAR ......................
ONGOING REPORTING
70
REQUIREMENTS .................. 44 MATERIAL CONTRACTS ............. 71
TRADING ON THE TORONTO STOCK
PURCHASERS’ STATUTORY RIGHTS OF
EXCHANGE AND AUSTRALIAN
WITHDRAWAL AND RESCISSION .... 71
SECURITIES EXCHANGE ........... 44 CONSENT OF AUDITOR ............. 72
USE OF PROCEEDS ................. 45 GLOSSARY OF TECHNICAL TERMS .... A-1
DIVIDEND RECORD AND POLICY ..... 45 FINANCIAL STATEMENTS FOR THE
SELECTED CONSOLIDATED
FISCAL YEAR ENDED JUNE 30, 2006
FINANCIAL INFORMATION ......... 46
AND 2005 ........................ F-1
FINANCIAL STATEMENTS FOR THE
MANAGEMENT’S DISCUSSION AND
SIX MONTH PERIOD ENDED
ANALYSIS OF FINANCIAL
DECEMBER 31, 2006 ............... FF-1
CONDITION AND RESULTS OF
OPERATIONS ..................... 46 CERTIFICATE OF THE COMPANY ...... C-1
DESCRIPTION OF SHARES ........... 52 CERTIFICATE OF THE AGENTS ....... C-2
Page

FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements, which reflect management’s expectations regarding
Mirabela’s future growth, results of operations (including, without limitation, future production and capital
expenditures), performance (both operational and financial) and business prospects (including the timing and
development of new deposits and the success of exploration activities) and opportunities. Wherever possible,
words such as ‘‘plans’’, ‘‘expects’’, or ‘‘does not expect’’, ‘‘budget’’, ‘‘scheduled’’, ‘‘estimates’’, ‘‘forecasts’’,
‘‘anticipate’’ or ‘‘does not anticipate’’, ‘‘believe’’, ‘‘intend’’ and similar expressions or statements that certain
actions, events or results ‘‘may’’, ‘‘could’’, ‘‘would’’, ‘‘might’’ or ‘‘will’’ be taken, occur or be achieved, have been
used to identify these forward-looking statements. Although the forward-looking statements contained in this
prospectus reflect management’s current beliefs based upon information currently available to management and
based upon what management believes to be reasonable assumptions, Mirabela cannot be certain that actual
results will be consistent with these forward-looking statements. A number of factors could cause actual results,
performance, or achievements to differ materially from the results expressed or implied in the forward-looking
statements including those listed in the ‘‘Risk Factors’’ section of this prospectus. These factors should be
considered carefully and prospective investors should not place undue reliance on the forward-looking
statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions
and uncertainties that may cause Mirabela’s actual results, performance, prospects and opportunities in future
periods to differ materially from those expressed or implied by such forward-looking statements. Although
Mirabela has attempted to identify important risks and factors that could cause actual actions, events or results
to differ materially from those described in forward-looking statements, there may be other factors and risks that
cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results and future events could differ materially
from those anticipated in such statements. Accordingly, prospective investors should not place undue reliance on
forward-looking statements. These forward-looking statements are made as of the date of this prospectus and,
except as required under applicable laws, Mirabela assumes no obligation to update or revise them to reflect
new events or circumstances.
FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES
References in this prospectus to ‘‘C$’’ are to Canadian dollars. References in this prospectus to ‘‘A$’’ are to
Australian dollars. The financial statements included herein are reported in Australian dollars. References in
this prospectus to ‘‘US$’’ are to United States dollars and references in this prospectus to ‘‘R$’’ are to Brazilian
Reals.
The annual consolidated financial statements of the Company contained herein have been prepared in
accordance with International Financial Reporting Standards (‘‘IFRS’’) rather than Canadian generally
accepted accounting principles and may not be comparable to financial statements of Canadian issuers. Mirabela
has not, and is not required to, provide a reconciliation of its financial statements to Canadian generally accepted
accounting principles.
i

EXCHANGE RATE INFORMATION
The following table reflects the low and high rates of exchange in Canadian dollars for one Australian dollar
and for one Brazilian Real during the periods noted, the average rate of exchange during such periods and the
high and low rates of exchange at the end of such periods, based on the Bank of Canada noon spot rate
of exchange.
Canadian dollar per Australian dollar High Low Average End of Period
Six Months Ended December 31,
2006 ...................................................... 0.9187 0.8234 0.8629 0.9187
2005 ...................................................... 0.9378 0.8481 0.8929 0.8554
Years Ended June 30,
2006 ...................................................... 0.9378 0.8137 0.8691 0.8276
2005 ...................................................... 0.9843 0.8854 0.9408 0.9334
2004 ...................................................... 1.0490 0.8784 0.9580 0.9316
2003 ...................................................... 0.9112 0.8408 0.8805 0.9099
2002 ...................................................... 0.8813 0.7613 0.8212 0.8550
Canadian dollar per Brazilian Real High Low Average End of Period
Six Months Ended December 31,
2006 ...................................................... 0.5458 0.4998 0.5228 0.5458
2005 ...................................................... 0.5463 0.4895 0.5174 0.4992
Years Ended June 30,
2006 ...................................................... 0.5482 0.4747 0.5190 0.5149
2005 ...................................................... 0.5292 0.4202 0.4603 0.5195
2004 ...................................................... 0.4922 0.4277 0.4568 0.4322
2003 ...................................................... 0.5434 0.3966 0.4583 0.4740
2002 ...................................................... 0.7019 0.5272 0.6307 0.5368
On April 20, 2007, the Bank of Canada noon spot exchange rate for the purchase of one Australian dollar
using Canadian dollars was C$0.9388 (C$1.00 = A$1.0652).
On April 20, 2007, the Bank of Canada noon spot exchange rate for the purchase of one Brazilian Real
using Canadian dollars was C$0.5543 (C$1.00 = R$1.8041).
Certain amounts, such as market prices for metals, are referred to herein in United States dollars. On
April 20, 2007, the Bank of Canada noon spot exchange rate for the purchase of one United States dollar using
Canadian dollars was C$1.1227 (C$1.00 = US$0.8907). As of the same date, based on cross rates with the
Canadian dollar, one Australian dollar equaled US$0.8362 (US$1.00 = A$1.1959).
ELIGIBILITY FOR INVESTMENT
In the opinion of Lawson Lundell LLP and Cassels Brock & Blackwell LLP, on the date of this prospectus,
the Shares, provided the Shares are listed on the TSX or the ASX or another stock exchange prescribed by the
Income Tax Act (Canada) and the regulations thereunder (the ‘‘Tax Act’’), will be qualified investments under
the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds,
deferred profit sharing plans and registered education savings plans.
ii

PROSPECTUS SUMMARY
The following is a summary of the principal features of the Offering and should be read together with the more detailed
information, financial data and financial statements contained elsewhere in this prospectus. For an explanation of certain
technical terms used in this prospectus, please see ‘‘Glossary of Technical Terms’’ beginning on page A-1 of
this prospectus.
Issuer: Mirabela Nickel Limited (ACN 108 161 593)
Business of Mirabela:
Objective of Mirabela:
Santa Rita Project:
Mirabela is a mineral exploration company incorporated under the laws of
Australia and listed on the TSX and the ASX. Mirabela has a portfolio of
prospective nickel and other base metal projects in Brazil. Mirabela’s principal
asset is the Santa Rita disseminated nickel sulphide deposit in the Bahia State,
Brazil. Management believes that the Santa Rita deposit is the largest
disseminated sulphide nickel deposit in South America and the largest greenfield
nickel sulphide discovery in the world in the last ten years.
Mirabela’s primary focus is on completing a bankable feasibility study
(the ‘‘BFS’’) for the development of an open pit mine at the Santa Rita deposit
with a four million tonne per annum throughput nickel sulphide flotation
processing plant that will use a conventional flotation processing system to
produce an average of approximately 16,000 tonnes per annum of nickel in
custom concentrate over an expected mine life in excess of ten years (the ‘‘Santa
Rita Project’’).
Mirabela’s principal objectives are:
• to complete the BFS in May 2007;
• subject to a positive outcome of the BFS, to commence construction of the
processing facility and associated infrastructure of the Santa Rita Project by
late 2007 in order to commence production in early 2009; and
• to continue its active drilling and exploration program at the Santa Rita
deposit and in the immediately surrounding area, to provide additional
resources to the proposed processing facility.
The highlights of the Santa Rita Project include the following:
• the project site is approximately 140 kilometres by road from the Atlantic
seaport of Ilheus, is within four kilometres of a state highway and an airport
and is well served with infrastructure, including a government power grid
(230kV) and access to water from the nearby Rio de Contas river system;
• the resource estimates for the Santa Rita deposit (using a Ni cut-off grade of
0.35% gabbro and pyroxenite, 0.4% peridotite and 0.5% dunite) are as follows:
Classification Mt Ni (%) Cu (%) Co (%)
Indicated .............................. 52.4 0.62 0.15 0.016
Inferred ............................... 18.0 0.57 0.14 0.015
• the estimate of mineral resources is based on a large technical database
(including the results of 200 diamond drill holes totalling 43,105 metres);
• the Company has a well advanced and active drilling program (370 diamond
drill holes totaling 80,500 metres have been drilled to date) that management
believes will result in an upgrade to the resource estimate;
1

• a throughput of four million tonnes per annum has been determined to be
optimal for the proposed mill;
• tests indicate that from a nickel feed grade of approximately 0.62%, a nickel
concentrate grade of 13.5% can be achieved using a conventional flotation
processing system, at a recovery of between 66% and 68%;
• assuming a throughput of four million tonnes per annum, a nickel feed grade
of 0.62% and a recovery of 67%, management believes that the Santa Rita
Project will be capable of producing an average of approximately 16,000 tonnes
of nickel in concentrate per annum using a conventional flotation processing
system;
• a pit optimization study estimates the following resource and strip ratio within
open pit limits:
Strip Ratio
t waste/t potential
Classification Mt Ni (%) mill feed
Indicated .............................. 49.5 0.61 5.9
Inferred ............................... 6.2 0.55 5.9
• assuming a throughput of four million tonnes per annum, the pit optimization
study also estimates that the Santa Rita resource has the potential for a mine
life in excess of ten years;
• capital costs (including processing plant, infrastructure, port facilities,
environmental commissioning, first fills and spare parts), estimated to an
accuracy of 30% and after providing for a 10% contingency, are expected to
be approximately US$223 million;
• processing costs are estimated to be US$6.77 per tonne of ore and mining costs
(including a capital expenditure of US$64 million on mining fleet) are
estimated to be approximately US$1.10 per tonne of material mined;
• Mirabela has concluded agreements to purchase a total of approximately
1,756 hectares comprising all of the land that management believes will be
required for the Santa Rita Project;
• Mirabela has been issued a Licença de Localização, a preliminary
environmental licence, representing approval of the Santa Rita Project by the
local communities and conditional approval by the State Environmental Board
of Bahia, Brazil; and
• subject to a positive outcome of the BFS, management believes that it is on
schedule to obtain all requisite permits and approvals to commence
construction by late 2007, and commence production in early 2009.
The pit optimization study referred to above from which the economic analysis of
the Santa Rita Project was derived is preliminary in nature and includes inferred
mineral resources that are considered too speculative geologically to have the
economic considerations applied to them that would enable them to be categorized
as mineral reserves, and there is no certainty that the results described in the
study will be realized.
Mineral resources that are not mineral reserves do not have demonstrated
economic viability.
2

Recent Developments:
Drilling and Exploration
of the Santa Rita Project
Area and the Palestina
Project Area:
Other Projects:
Trading of Mirabela’s
Shares:
On April 2, 2007, Mirabela executed and delivered a purchase order with
Outokumpu Technology Pty. Ltd. for the construction of the SAG mill and
Ball mill to be used at the Santa Rita Project. See ‘‘Recent Developments’’.
Mirabela has an active drilling and exploration program at the Santa Rita Project
area and the nearby Palestina project area with a view to increasing the resources
available to the proposed processing plant at the Santa Rita Project, thereby
potentially justifying a higher production rate and an extended mine life. See
‘‘Drilling and Exploration of the Santa Rita Project Area and the Palestina Project
Area’’.
Mirabela’s infill drilling program is focused on the deeper parts of the central,
southern and northern zones of the Santa Rita deposit.
Mirabela’s exploration activities are focused on an area within the Santa Rita
Project area, now known as the Peri Peri project area and on the Palestina project
area.
The Peri Peri project is located approximately 1.5 kilometres to the north-east of
the Santa Rita resource. Management believes the mineralization discovered at
Peri Peri is highly prospective for Santa Rita type disseminated nickel deposits.
Follow-up diamond drilling is underway.
The Palestina project is located approximately 25 kilometres to the south of the
Santa Rita Project area. A 1,700 metre drilling program is currently underway to
test coincident IP/geochemical anomalies and stratigraphy at the Palestina
project. Management believes that the Palestina project has the potential for
Santa Rita type mineralization.
In December 2005, Mirabela entered into an evaluation agreement with a
Brazilian subsidiary of CVRD Inco Limited (‘‘Inco Brazil’’) pursuant to which
Mirabela and Inco Brazil agreed to cooperate with each other to explore,
evaluate and potentially develop new nickel sulphide resources upon the Santa
Rita, Palestina and São Francisco project areas. The evaluation period provided
for thereunder expired on December 12, 2006. However, on February 9, 2007, by
notice to Mirabela Brazil, Inco Brazil exercised its right under the evaluation
agreement to earn a 70% interest in aspects of the Santa Rita and Palestina
project areas pursuant to a farm-in agreement substantially in the form of the
agreement appended to the evaluation agreement. Such agreement is currently
being negotiated by the parties. If Mirabela Brazil elects to be loan carried into
production Inco Brazil may increase its interest in these projects to 85%. The
evaluation agreement provides that any such farm-in agreement shall exclude, in
pertinent part, (i) the existing Santa Rita sulphide resource and any strike
extensions and any depth extensions thereof economically capable of being open
cut mined; and (ii) any nickel sulphide resource located within 300 metres of
surface with a nickel grade less than 1.0% and any depth extensions thereof
economically capable of being open cut mined. See ‘‘Drilling and Exploration of
the Santa Rita Project Area and the Palestina Project Area — The Inco Agreements’’.
Mirabela has an active project generation program through which it has acquired
a portfolio of nickel and other base metal projects in Brazil in addition to the
Santa Rita and Palestina projects. These other projects currently consist of the
Serra Azul, São Francisco, Ponto Novo and Araguaçema projects. See
‘‘Mirabela’s Other Projects’’.
Mirabela currently has 88,450,000 issued and outstanding ordinary shares, which
are listed on the TSX and on the ASX. Upon completion of the Offering,
3

The Offering:
Offering Price:
Use of Proceeds:
Mirabela will have 118,450,000 issued and outstanding ordinary shares
(122,950,000 if the Over-Allotment Option is exercised in full). The TSX has
conditionally approved the listing of the Shares distributed under this prospectus
on the TSX. Listing of the Shares is subject to Mirabela fulfilling all of the
requirements of the TSX on or before June 24, 2007. In accordance with the
listing rules of the ASX, upon closing of the Offering, Mirabela will apply to list
the Shares distributed under this prospectus on the ASX.
At the election of a shareholder, Shares may be registered on either the
Australian register (for trading on the ASX) or the Canadian register (for trading
on the TSX). See ‘‘Trading on The Toronto Stock Exchange and Australian
Securities Exchange’’.
30,000,000 Shares (C$159,000,000). In addition, the Agents have the option,
exercisable until that date that is 30 days following the closing of the Offering, to
purchase additional shares equal to up to 15% of the number of Shares sold in
the Offering, to cover over-allotments, if any, and for market stabilization
purposes. See ‘‘Plan of Distribution’’.
C$5.30 per Share
The estimated net proceeds to be received by Mirabela from the Offering will be
C$149,650,000, after deducting the Agents’ Fee and the costs of the Offering
(estimated to be C$1,400,000). If the Over-Allotment Option is exercised in full
the estimated net proceeds to be received by Mirabela, after deducting the
Agents’ Fee and the costs of the Offering (estimated to be C$1,400,000) are
C$172,307,500.
The working capital of Mirabela as at April 20, 2007 was approximately
C$18.7 million. The revised technical report dated April 2007 in respect of the
Santa Rita Project recommends that Mirabela complete the BFS and continue its
existing drilling and exploration programs. Consistent with this, Mirabela intends
to use its available funds to complete the BFS (C$4.8 million), to make
installments, as and when due, under the land purchase agreements pursuant to
which Mirabela has the option to acquire the land comprising the Santa Rita
Project area (C$5.7 million, assuming such options are exercised), finance its
existing drilling and exploration program at the Santa Rita, Peri Peri and
Palestina projects (C$1.5 million) and the balance for general corporate purposes
and for working capital including the capital costs of the Santa Rita Project.
Management believes that the Santa Rita Project is sufficiently advanced to
warrant undertaking the Offering in advance of the results of the BFS. Assuming
the BFS is positive, the net proceeds of the Offering will be used to finance a
portion of the capital costs of the Santa Rita Project, estimated to be
US$223 million. Mr. Nick Poll, who is the Chief Executive Officer and Managing
Director of Mirabela and a qualified person within the meaning of National
Instrument 43-101 has been involved in the preparation of Mirabela’s work plan
and the related allocation of its working capital and proceeds of the Offering, and
believes them to be reasonable.
Mirabela intends to raise the balance of the funds required to finance the capital
costs of the Santa Rita Project through debt and/or equity financing. Mirabela
has not yet obtained commitments for this financing. See ‘‘Use of Proceeds’’ and
‘‘Risk Factors’’.
4

Summary of Financial
Information:
Management expects the BFS to be completed in May 2007. There can be no
assurance that the outcome of the BFS will be positive or that additional financing
will be available at all or on terms acceptable to Mirabela to finance the balance of
the estimated US$223 million capital cost of the Santa Rita Project. Accordingly,
Mirabela may determine not to proceed with the Santa Rita Project. In such event,
any expenditure of the net proceeds would be at the discretion of management of
Mirabela, and there can be no assurance as of the date of this prospectus as to how
such funds will be expended.
Mirabela intends to hold the net proceeds of the Offering in term deposits at
major Canadian and/or Australian banks pending their expenditure.
While Mirabela intends to spend further funds available to it as stated above,
there may be circumstances where, for sound business reasons, a re-allocation of
funds may be necessary or advisable. See ‘‘Use of Proceeds’’.
The following table sets forth selected financial information for and as at the end
of the periods indicated. This financial information is derived from, and should
be read in conjunction with, the financial statements and notes thereto which are
included elsewhere in this prospectus. All of the financial information presented
herein is prepared in accordance with IFRS. Mirabela has not, and is not
required to provide a reconciliation of its financial statements to Canadian
generally accepted accounting principles. See ‘‘Selected Consolidated Financial
Information’’ and ‘‘Management’s Discussion and Analysis of Financial Condition
and Results of Operations’’.
(thousands of A$, except per share amounts,
rounded to the nearest hundredth)
Fiscal year ended Six months
June 30, ended Dec. 31,
2006 2005 (1) 2006 2005
(Audited) (Unaudited)
(thousands of A$)
Net income (loss) ......................... $ (926) $ (621) $ (714) $ (328)
Basic loss per share ........................ $ (0.02) $(0.02) $ (0.01) $(0.01)
Diluted loss per share ...................... $ (0.02) $(0.02) $ (0.01) $(0.01)
Cash and cash equivalents ................... $6,428 $1,763 $28,708 $ 767
Total assets ............................. $20,976 $6,524 $55,389 $8,596
Total long-term financial liabilities .............. Nil Nil Nil Nil
Cash dividends declared per share .............. Nil Nil Nil Nil
Note:
(1) For the sixteen month period commencing on incorporation (March 4, 2004) and ending on
June 30, 2005.
Risk Factors:
A prospective purchaser of Shares should be aware that there are various risks
that could have a material adverse effect on, among other things, the properties,
business and condition (financial or otherwise) of the Company. These risk
factors, together with all of the other information contained in this prospectus,
including information contained in the section entitled ‘‘Forward-Looking
Statements’’, should be carefully reviewed and considered before a decision to
purchase Shares is made. These risk factors include: the Company has no
definitive plans for the net proceeds of the Offering if the BFS is not positive; the
Company will require significant additional financing in the future to complete
the Santa Rita Project and no assurance can be given that such financing will be
available at all or on terms acceptable to the Company; the Company currently
depends heavily on successfully completing the BFS and achieving successful
operations and mineral recovery at Santa Rita; the price and marketability of
5

nickel and other base metals is affected by numerous factors beyond the control
of the Company; the development of the Santa Rita Project will require the
granting of additional licenses, which may not be obtained; increase in capital
costs could adversely affect the Company’s profitability and financial position; the
inherent risks and dangers of mining in general; the Company is subject to
political, economical and other risks and uncertainties associated with operating
in a foreign jurisdiction; insurance coverage is not available for all potential risks
of operations; the Company’s activities are subject to environmental risks and
regulation; the Company’s operations are subject to extensive laws and
government regulation, and future legislation or changes in current legislation
and government policies may adversely affect the Company; the Company cannot
be certain that it will acquire the necessary licenses and permits to conduct
further exploration and to develop its properties; there may be defects in the
Company’s property interests; the Company competes with other companies with
greater financial, technical and other resources; the Company relies on its key
personnel and the loss of one or more of these persons may adversely affect the
Company; exchange rate fluctuations may affect the Company’s revenue from
operations; there is no assurance that the Company will not be subject to
restrictions on the repatriation of earnings to foreign entities; the Company has
no history of mineral production and no production revenues; the price of the
Company’s shares are subject to share price volatility; there exists the possibility
for directors of the Company to be in a position of conflict; use of inferred
resources in the pit optimization study is speculative and there is no certainty that
the results of the study will be realized; mineral reserve and resource estimates
are estimates only and the Company may not achieve its production estimates;
and it may be difficult to effect service of process on the Company’s directors,
officers and others.
An investment in the Shares should be considered speculative and involves
significant risks. See ‘‘Risk Factors’’.
6

CORPORATE STRUCTURE
Mirabela Nickel Limited (‘‘Mirabela’’) was incorporated under the Australian Corporations Act 2001 (Cth)
on March 4, 2004 as a public company. Mirabela has been listed on the ASX since July 16, 2004. On March 26,
2007, Mirabela was listed on the TSX. Mirabela’s registered and head office is located at 8 Colin Street, Ground
Floor, West Perth, Western Australia 6005.
Mirabela has one wholly-owned subsidiary, Mirabela Mineração do Brasil Ltda (‘‘Mirabela Brazil’’).
Mirabela Brazil was incorporated under the laws of Brazil on January 2, 1994. Mirabela Brazil holds Mirabela’s
interest in the Santa Rita Project and all of Mirabela’s other projects and properties.
Unless the context otherwise requires, references in this prospectus to the ‘‘Company’’ are references to
Mirabela and Mirabela Brazil, together.
GENERAL BUSINESS OF THE COMPANY
Overview
The Company is a mineral exploration company and the ordinary shares of Mirabela are listed on the TSX
and the ASX. The Company has a portfolio of prospective nickel and other base metal targets in the states of
Bahia, Sergipe and Tocantins, Brazil. The Company’s principal asset is the Santa Rita disseminated nickel
sulphide deposit in Bahia State, Brazil. Management believes that the Santa Rita deposit is the largest nickel
sulphide resource in South America and the largest greenfields nickel sulphide discovery in the world in the last
ten years.
Mirabela was incorporated for the purpose of acquiring, through Mirabela Brazil, exploration rights
(including rights to the Santa Rita resource) in respect of approximately 13,072 hectares in the state of Bahia,
Brazil pursuant to an exploration and mining lease agreement dated October 17, 2003 with Companhia Bahiana
de Pesquisa Mineral (‘‘CBPM’’) and Rio Salitre Mineração Ltda (‘‘Rio Salitre’’), a subsidiary of CBPM
(as to 99%) and Mineração Pico dos Almas Ltda. (as to 1%).
In July 2004, Mirabela completed its initial public offering in Australia, raising gross proceeds of
A$3,000,000 through the issue of 15,000,000 fully paid ordinary shares at an issue price of A$0.20 per share.
In November 2004, the Company undertook a diamond drilling program in the northern zone of the Santa
Rita deposit, and the primary focus of the Company shifted from its Serra Azul saprolite deposit to the
development of the Santa Rita disseminated nickel sulphide deposit.
On December 12, 2005, Mirabela entered into a subscription agreement with CVRD Inco Limited (‘‘Inco’’)
(the ‘‘Subscription Agreement’’) and an evaluation agreement (the ‘‘Evaluation Agreement’’) with Inco Brazil
Limitada, a subsidiary of Inco (‘‘Inco Brazil’’). Pursuant to the Subscripton Agreement, Inco subscribed for, and
was issued, seven million ordinary shares of Mirabela and was granted a pre-emptive right to participate in 10%
of any issue or allotment of ordinary shares (including this Offering and the Over-Allotment Option) by
Mirabela on or prior to December 12, 2008.
By letter agreement dated April 20, 2007, Inco waived its right to participate in this Offering (including the
Over-Allotment Option) and was granted the option to purchase from Mirabela up to 3,450,000 ordinary shares
of Mirabela at a price of C$5.30 per share on a private placement basis, such number of shares being equal to
10% of the maximum number of shares issuable under this Offering (the ‘‘Inco Placement Right’’). The Inco
Placement Right is exercisable by Inco until the day that is 30 days after Mirabela receives a receipt for this
prospectus. The issuance of shares under the Inco Placement Right is subject to applicable regulatory approval.
Under the Evaluation Agreement, Mirabela Brazil and Inco Brazil agreed to cooperate with each other to
explore, evaluate and potentially develop new nickel sulphide deposits upon the Company’s Santa Rita,
Palestina and São Francisco project areas. On February 9, 2007, by notice to Mirabela Brazil, Inco Brazil
exercised its right to earn a 70% interest in aspects of the Santa Rita and Palestina project areas pursuant to a
farm-in agreement substantially in the form of the farm-in agreement appended to the Evaluation Agreement.
This farm-in agreement is currently being negotiated by Mirabela Brazil and Inco Brazil on that basis. If
Mirabela Brazil elects to be loan carried into production, Inco Brazil may increase its interest in these projects to
7

85%. See ‘‘Drilling and Exploration of the Santa Rita Project and the Palestina Project Area — The Inco
Agreements’’.
In December 2006 and February 2007, the Company completed private placements of an aggregate of
12,500,000 ordinary shares at a price of $2.10 per share, raising gross proceeds of A$26,250,000. See ‘‘Prior Sales
of Shares’’.
The Company’s current focus is on completing a bankable feasibility study (the ‘‘BFS’’) for the development
of an open pit mine at the Santa Rita deposit with a four million tonne per annum throughput nickel sulphide
flotation processing plant that will use a conventional flotation processing system to produce an average of
approximately 16,000 tonnes per annum of nickel in custom concentrate over an expected mine life in excess of
ten years (the ‘‘Santa Rita Project’’). The Company expects that the BFS will be completed in May 2007.
As of April 20, 2007, the Company had 55 employees and 9 consultants.
Objectives
Mirabela’s principal objectives are:
• to complete the BFS in May 2007;
• subject to a positive outcome of the BFS, to commence construction of the processing facility and
associated infrastructure of the Santa Rita Project by late 2007 in order to commence production in
early 2009; and
• to continue its active drilling and exploration program at the Santa Rita deposit and in the immediately
surrounding area, to provide additional resources to the proposed processing facility.
The Company does not currently have any production. In order to progress the Santa Rita Project to
production, the Company must complete the BFS, raise project financing and construct project facilities.
Strategy
To achieve these principal objectives, the Company’s proposed strategies during the next 12 months are to:
• complete a bulk metallurgical study to determine the optimal plant configuration and processing methods
for the nickel concentrate produced by the Santa Rita Project;
• apply to convert exploration licence No. 871-369/89 in respect of the Santa Rita deposit to a mining
concession by, among other things, submitting a development and mining plan to the Brazilian
Department of Mines (the ‘‘DNPM’’);
• apply for a Licenza Instalaçâo (an installation licence) from the local environmental authority by, among
other things, completing an environmental management plan and undertaking three base line
environmental studies;
• complete a study of port and transport options for shipping nickel concentrate from the Santa Rita
Project to smelter facilities;
• complete a study of power supply options and related permitting process for the Santa Rita Project;
• complete an engineering study in respect of the tailings dam;
• continue its active drilling program in the central, southern and northern zones of the Santa Rita
resource, to extend the existing resource available to the Santa Rita Project and increase geological
confidence; and
• continue exploration of the Peri Peri project, approximately 1.5 kilometres to the north-east of the Santa
Rita resource, and of the Palestina project area, 25 kilometres to the south of the Santa Rita resource, in
each case, to provide additional sources of mill feed for the proposed processing facility at the Santa Rita
Project, thereby potentially enhancing the Santa Rita Project life and economics.
8

The Santa Rita Project
The Santa Rita Project is located approximately 360 kilometres south-west of Salvador and approximately
six kilometres from the town of Ipiau, having a population of 40,000 people.
The board of directors and management of the Company believe that the most significant aspects of the
Santa Rita Project are as follows:
• the site is approximately 140 kilometres by road from the Atlantic seaport of Ilheus, is within four
kilometres of a state highway and an airport and is well served with infrastructure, including a
government power grid (230kV) and access to water from the nearby Rio de Contas river system;
• the resource estimates for the Santa Rita deposit (using a Ni cut-off grade of 0.35% gabbro and
pyroxenite, 0.4% peridotite and 0.5% dunite) are as follows:
Classification Mt Ni (%) Cu (%) Co (%)
Indicated .............................. 52.4 0.62 0.15 0.016
Inferred ............................... 18.0 0.57 0.14 0.015
• the Company has a well advanced and active drilling program (370 diamond drill holes totalling
80,500 metres have been drilled to date) that management believes will result in an upgrade to the
resource estimate;
• a throughput of four million tonnes per annum has been determined to be optimal for the proposed mill;
• tests indicate that from a nickel feed grade of approximately 0.62%, a nickel concentrate grade of 13.5%
can be achieved using a conventional flotation processing system, at a recovery of between 66% and 68%;
• assuming a throughput of four million tonnes per annum, a nickel feed grade of 0.62% and a recovery of
between 67%, management believes that the Santa Rita Project will be capable of producing an average
of approximately 16,000 tonnes of nickel in concentrate per annum using a conventional flotation
processing system;
• a pit optimization study estimates the following resource within open pit limits and strip ratio:
Strip Ratio
t waste/t
potential
Classification Mt Ni (%) mill feed
Indicated ................................. 49.5 0.61 5.9
Inferred .................................. 6.2 0.55 5.9
• assuming a throughput of four million tonnes per annum, the pit optimization study also estimates that
the Santa Rita resource has the potential for a mine life of in excess of ten years;
• capital costs (including processing plant, infrastructure, port facilities, environmental commissioning, first
fills and spare parts), estimated to an accuracy of 30% and after providing for a 10% contingency, are
expected to be approximately US$223 million;
• processing costs are estimated to be US$6.77 per tonne of ore and mining costs (including a capital
expenditure of US$64 million on mining fleet) are estimated to be approximately US$1.10 per tonne of
material mined; and
• subject to a positive outcome of the BFS, management believes that it is on schedule to obtain all
requisite permits and approvals to commence construction by late 2007 and commence production in
early 2009.
The pit optimization study referred to above from which the economic analysis of the Santa Rita Project was
derived is preliminary in nature and includes inferred mineral resources that are considered too speculative
geologically to have the economic considerations applied to them that would enable them to be categorized as
mineral reserves, and there is no certainty that the results described in the study will be realized.
9

Mineral resources that are not mineral reserves do not have demonstrated economic viability.
The Santa Rita Project area includes the Peri Peri project, the Sao Pedro prospect and the Grutinha Salobo
prospect. The Sao Pedro prospect and the Grutinha Salobo prospect are each described below. For a description
of the Peri Peri project, see ‘‘Exploration and Drilling of the Santa Rita Project Area and the Palestina
Project Area’’.
Sao Pedro
The Sao Pedro nickel sulphide prospect is located immediately north of the Santa Rita intrusion. It is
defined by anomalous copper, lead and zinc in soil geochemistry, an electromagnetic anomaly and a strong
magnetic gradient. As such, management believes that the Sao Pedro area is prospective for base metals.
Exploration work, once commenced, will include geological mapping, geochemistry, geophysics and drilling.
Grutinha Salobo
The Grutinha Salobo base metals prospect is located approximately 16 kilometres south of the Santa Rita
intrusion. Previous surface exploration in the area identified gossans of possible sulphide origin that coincide
with anomalous copper, lead and zinc in soil geochemistry, suggesting prospectivity for base metals.
There are no drill holes at Grutinha Salobo. However, one sample of sheared banded iron formation from
the area returned 6.4 grams per tonne of gold and a coincident electromagnetic and magnetic anomaly in the
area has been identified. Exploration at Grutinha Salobo, once commenced, will include geology, geochemistry,
geophysics and drilling.
Recent Developments
On April 2, 2007, Mirabela executed and delivered a purchase order with Outokumpu Technology Pty. Ltd.
(‘‘Outokumpu’’) for the construction and purchase of the SAG mill and Ball mill for the Santa Rita Project
(the ‘‘Purchase Order’’). Expected delivery (ex works) for the SAG mill is 90 weeks and 85 weeks for the
Ball mill. Management believes that these delivery times are conducive to the commencement of production at
Santa Rita in early 2009.
The total value of the Purchase Order is US$21.25 million. If the Purchase Order is cancelled by Mirabela
Brazil prior to delivery of the equipment, a fee equal to actual costs incurred by Outokumpu to the date of
termination plus 10% (not to exceed the original value of the Purchase Order), will be due and payable by
Mirabela Brazil. Mirabela Brazil may cancel the Purchase Order any time prior to delivery of the equipment,
upon notice to Outokumpu.
Competitive Conditions
The Company’s mineral exploration and development business is competitive with other entities engaged in
the same business. The Company competes with a number of other entities in the search for and the acquisition
of mineral properties. As a result of this competition, the majority of which is with companies with greater
financial resources than the Company, the Company may be unable to acquire attractive properties in the future
on terms it considers acceptable. The Company also competes for financing with other resource companies,
many of whom have greater financial resources and/or more advanced properties. There can be no assurance
that additional capital or other types of financing will be available if needed or that, if available, the terms of
such financing will be favourable to the Company.
The Company’s Interests in the Santa Rita Project
Overview
The Company’s rights to explore, the area of the Santa Rita Project (which area includes Peri Peri,
Sao Pedro and Grutinha Salobo), are derived from a total of 15 mineral rights, consisting of 12 granted
exploration licences, two applications for exploration licences and one former exploration licence in respect of
10

which a final exploration report has been approved by the DNPM (collectively, the ‘‘Santa Rita Project Area
Mineral Rights’’).
Except as required by the Mining Agreement described below, Mirabela is not required to spend a set
annual amount on exploration or mining activities in respect of the Santa Rita Project Area Mineral Rights.
Twelve of the Santa Rita Project Area Mineral Rights are registered in the name of CBPM. Three of the
Santa Rita Project Area Mineral Rights, consisting of one granted exploration licence and two applications for
exploration licences, are registered in the name of Utinga Mineração Ltda. (‘‘Utinga’’), a subsidiary of CBPM
(as to 99%) and Mineração Pico dos Almas Ltda. (as to 1%). Mirabela Brazil has the right to explore the area
covered by the Santa Rita Project Area Mineral Rights registered in the name of CBPM pursuant to an
additional prospecting program and promise for mining lease agreement with Rio Salitre and CBPM dated
October 17, 2003 (as amended on June 29, 2004, October 17, 2005 and November 24, 2005, the ‘‘Mining
Agreement’’). The parties are currently negotiating the terms of an additional amendment (the ‘‘Utinga
Amendment’’) to the Mining Agreement to, among other things, add Utinga as a party thereto and expand the
scope of the agreement to include those Santa Rita Project Area Mineral Rights registered in the name
of Utinga.
Mining Agreement
The Mining Agreement applies to, among other mineral rights, the Santa Rita Project Area Mineral Rights
(other than the Santa Rita Project Area Mineral Rights registered in the name of Utinga which will not be
subject to the Mining Agreement until such time as the Utinga Amendment is entered into). The mineral rights
subject to the Mining Agreement are collectively referred to herein as the ‘‘Contract Tenements’’.
Under the Mining Agreement, Mirabela Brazil is responsible for maintaining the Contract Tenements in
good standing. If Mirabela Brazil’s actions or omissions result in the loss of mineral rights concerning the
Contract Tenements, Mirabela Brazil will pay CBPM as compensation, R$500,000 for each prospecting area lost,
adjusted for the general market price of Brazilian inflation.
Pursuant to the Mining Agreement, Mirabela Brazil undertook an exploration program in respect of the
areas covered by the Contract Tenements in accordance with a submitted technical proposal (the ‘‘Exploration
Program’’). The Exploration Program consisted of exploration, interpretation of previous data, drilling,
geophysics, petrography, soil sampling, reports and economic feasibility studies. Mirabela Brazil was required to
spend a minimum of R$1,500,000 on the Exploration Program, which it has done.
Mirabela Brazil submitted a final report of its exploration activities in respect of the area of the Santa Rita
deposit, represented by former exploration licence No. 871.369/89 (the ‘‘Santa Rita Deposit Mineral Right’’) to
CBPM. CBPM approved the final report and forwarded it to the DNPM on September 18, 2006. The final
report was approved by the DNPM on December 5, 2006. Mirabela Brazil is now entitled to submit to the
DNPM, on behalf of CBPM, a development and mining plan and other documents required to obtain a mining
concession in respect of the area covered by the Santa Rita Deposit Mineral Right, on or before December 4,
2007. The Company however expects to be in a position to apply for the mining concession in the second quarter
of 2007.
Under Brazil mining law, the approval by the DNPM of an exploration report grants the holder the
exclusive right to apply for a mining concession within one year. If Mirabela Brazil fails to apply for such a
mining concession by December 4, 2007, the Santa Rita Deposit Mineral Right will lapse.
Mirabela Brazil intends to continue exploration activities on the area covered by the balance of the
Contract Tenements, submit exploration reports in connection therewith and apply for mining concessions as
and when appropriate, based on the results of such exploration, all in accordance with the Mining Agreement.
Under Brazilian mining law, a mining concession is granted by ordinance of the Minister of Mines and
Energy and is limited to up to the area covered by the exploration licence from which it is derived.
The Mining Agreement provides that CBPM, as registered holder of the Contract Tenements is obliged to
enter into a mining lease (‘‘Mining Lease’’) in favour of Mirabela Brazil for each mining concession issued by
11

the DNPM and derived from a Contract Tenement, in each case, substantially in the form of the mining lease
appended to the Mining Agreement.
Mirabela Brazil must pay a transfer premium of R$510,000 to CBPM for each mining concession issued to
CBPM under the Mining Agreement. Failure to pay such amount will result in Mirabela Brazil relinquishing its
rights under the Mining Lease relating to such mining concession without right to indemnification or
reimbursement.
Each Mining Lease will be for a term of 20 years from the date of registration of the lease with the DNPM.
Mirabela Brazil will pay all taxes, development and operational costs and keep the relevant mining concession in
good standing.
Pursuant to the Mining Agreement, each Mining Lease will provide that Mirabela Brazil pay CBPM, the
following royalties on a monthly basis (in Brazilian Reals) for the leasing of the mining rights to nickel sulphide
ores and nickel laterite ores:
• Sulphide Ore — the equivalent of 2.51% of the gross revenue from the sales or conversion of
concentrates of nickel produced from sulphide ore, calculated on the basis of 60% of the market value of
nickel contained in the concentrate plus the market value of other metals contained in the concentrate
which are economically recoverable and marketable, expressed in nickel-equivalent, including copper,
cobalt, gold and metals in the platinum group.
• Laterite Ore — the royalty for the laterite ore will be based upon each tonne of extracted mineral,
converted or sold, according to the scale below:
(i) the equivalent to US$2.01/t of laterite ore, if the value of nickel on the London Metals Exchange
(the ‘‘LME’’) is higher than US$9,000 per metric tonne;
(ii) the equivalent to US$1.51/t of laterite ore, if the value of nickel on the LME is between US$8,000
and US$9,000 per metric tonne; and
(iii) the equivalent to US$1.01/t of laterite ore, if the value of nickel on the LME is lower than US$8,000
per metric tonne.
• Other Metals Contained in the Laterite Ore — US$0.31/t of extracted mineral transferred or sold.
In the event production commences prior to the execution of the Mining Lease, the Mining Agreement
provides that Mirabela Brazil will pay royalties to CBPM, in accordance with the royalties set out above on any
profit or revenue derived from the sale of mineral and nickel concentrates, and related products obtained from
the Contract Tenements.
CBPM may terminate a Mining Lease if: (i) Mirabela Brazil does not commence construction within
90 days from filing of the Mining Lease with the DNPM; or (ii) Mirabela Brazil does not complete the
construction of the nickel concentrate production facility to utilize the minerals extracted from the mineral
deposits within a period of two years from the date of execution of the Mining Lease; or (iii) Mirabela Brazil
fails to comply with any of its requirements under the Mining Lease. Upon the occurrence of any such event of
termination, Mirabela Brazil will pay to CBPM a penalty of R$500,000.
Surface Rights
Under Brazilian mining law, neither an exploration licence nor a mining concession includes the surface
rights required to conduct exploration or develop a mine and associated infrastructure. See ‘‘Brazil — The Brazil
Mining Law Regime’’. Generally, in the State of Bahia where the Santa Rita Project is located, surface rights to
private land are owned by local farmers and private arrangements must be made to gain access to the land for
exploration, development and mining.
Mirabela Brazil has entered into four agreements for the purchase of approximately 1,756 hectares
comprising all of the land management believes to be required for the Santa Rita Project (collectively, the ‘‘Land
Purchase Agreements’’). Under the Land Purchase Agreements, Mirabela Brazil was granted options to purchase
four properties for an aggregate sum of R$13,379,200. The purchase price for the land is between R$2.5 million
12

and R$4.2 million, payable in installments. The last installment however is only payable if Mirabela Brazil
exercises the option thereunder to purchase the land. In addition, Mirabela Brazil paid R$90,000 under one of
the Land Purchase Agreements to extend the period in which the option to purchase may be exercised. To date,
an aggregate of R$3,310,940 has been paid under the Land Purchase Agreements, with a balance of R$392,760
remaining to be paid if the options are not exercised and, R$10,068,200 to be paid if the options to purchase are
exercised.
Unless extended by the parties, three of the options to purchase in the Land Purchase Agreements expire
24 months from the date of the agreement and one option expires within six months of the date of the
agreement. In the event that Mirabela Brazil abandons an option or fails to exercise an option within the
prescribed period, the relevant Land Purchase Agreement will automatically terminate and Mirabela Brazil will
be required to vacate the property within 30 days and complete an environmental clean-up of the property
within 180 days. In such instance, Mirabela Brazil will no longer have any rights to the land subject to such
agreement.
During the option period, Mirabela Brazil has the right of unrestricted and immediate access to the
property in order to carry out mineral research work, assessment and drilling. Each of the Land Purchase
Agreements provide that if Mirabela Brazil exercises its option to purchase the property, it must pay the
purchase price therefor (less the amount paid thereunder to date) and, upon the sale of any mining product, pay
the vendor such vendor’s pro rata share of a royalty equal to 1.0% of net revenues derived from the sale of
minerals extracted from such vendor’s property, less taxes, transportation and insurance costs. See ‘‘Royalties in
Respect of the Santa Rita Project — Royalty to Landowners’’.
Management believes that the Land Purchase Agreements provide the Company with sufficient surface
rights for all the land required in connection with the proposed mining operations including the land required
for potential tailings storage areas, potential waste disposal areas and potential processing plant sites, although
the location of any such areas has not yet been determined, pending completion of the BFS.
In addition, Brazilian mining law guarantees a concession holder access to the area of a mining concession.
Accordingly, to the extent Mirabela requires surface rights in excess of those granted by the Land Purchase
Agreements, Mirabela may exercise this ‘‘right of servitude’’ provided for under Brazilian mining law. This right
of servitude entitles a concession holder access to the area of a mining concession or adjacent land in exchange
for appropriate compensation for the servitude. A royalty may also be payable to the landowner if minerals are
ultimately extracted therefrom. Such royalty is prescribed by applicable law to be 50% of the Government
Royalty described below and each landowner is entitled to his or her pro rata share thereof based on the net
revenues derived from the sale of minerals extracted from each landowner’s property.
Licences and Approvals Related to the Santa Rita Project
Mining
As stated above, an exploration licence entitles a holder, to the exclusion of others, to explore for minerals
in the area of the licence but not to conduct commercial mining. Mining operations cannot commence until a
mining concession has been issued.
As also stated above, having had its final exploration report approved by the DNPM, Mirabela Brazil is now
entitled to, and is required under the terms of the Mining Agreement to, apply, on behalf of CBPM for a mining
concession in respect of the Santa Rita Deposit Mineral Right by, among other things, submitting a development
and mining plan to the DNPM. Upon issuance of the mining concession to CBPM, Mirabela Brazil will enter
into a Mining Lease with CBPM under which Mirabela Brazil will be entitled, on the terms and conditions of the
Mining Lease, to mine the area formerly covered by the Santa Rita Deposit Mineral Right. See ‘‘General
Business of the Company — The Company’s Interests in the Santa Rita Project — Mining Agreement’’.
Environmental
The environmental licensing process consists of three stages. First, a preliminary licence (a Licença de
Localização) must be obtained at the planning stage. Second, an installation licence (a Licença de Instalação) is
required prior to the commencement of construction and is a condition to the granting of a mining concession.
13

Third, mining and processing can only occur after the issuance of an operation licence and satisfactory
implementation of an environmental management plan.
In order to be issued a preliminary licence an environmental impact assessment (‘‘EIA’’) and a plan for the
restoration of degraded areas must be prepared and approved. On January 2, 2007, the state environmental
board of Bahia approved the Company’s EIA for the Santa Rita Project and issued Mirabela Brazil a Licença de
Localização. This preliminary licence represents support from the environmental authorities to develop the
project, subject to issuance of an installation licence.
In order to be issued an installation licence, Mirabela must prepare and submit and have approved, an
environmental management plan (an ‘‘EMP’’). Mirabela is currently preparing an EMP in respect of the Santa
Rita Project, and anticipates submitting the same in June 2007.
The installation licence, once issued to the Company, will require that the Company pay environmental
compensation of a minimum of 0.5% of invested capital (the ‘‘Environmental Compensation Amount’’). Based
on an estimated capital cost for the Santa Rita Project of US$223 million, management expects that the
Environmental Compensation Amount assessed against the Company in respect of the Santa Rita Project will be
approximately US$1.1 million. The Environmental Compensation Amount must be applied towards creating
and/or maintaining a conservation unit approved by the Bahia state statutory environmental body.
An operation licence will not be issued until the environmental authorities are satisfied that development
and construction were completed in accordance with the conditions of the installation licence and the EMP has
been correctly implemented.
Other Approvals
In addition to a mining concession and an installation licence, prior to commencing construction, permits
will be required for clearing vegetation where gridlines are opened in forested areas, drilling operations require
appropriate approvals for the clearing of vegetation and licences are required for the pumping and utilization of
surface water.
Memorandum of Understanding
In December 2006, the Company signed a memorandum of understanding with the State of Bahia and the
Municipality of Itagiba whereby the State of Bahia has agreed to, among other things, defer import duties and
Value Added Tax (ICHS) on the acquisition of certain assets purchased for the Santa Rita Project until such
time as the asset is disposed of, grant or assist the Company in obtaining the necessary governmental permits,
licences and other relevant authorizations to build an access road, build a system for the transmission of power,
access a water supply and any authorizations required to bring the Santa Rita Project into operation, including
expediting time frames. The memorandum of understanding also provides that the Municipality of Itagiba will
reduce Services Tax (ISS) on certain services to be provided to the Company and will create a public bus service
between the local municipality and the main entrance to the Santa Rita mine. In return, the Company
committed to explore and mine nickel ore, copper and cobalt at Santa Rita, promote the creation of
approximately 2,000 jobs, initiate mine operations by 2009 unless delayed by reasons beyond the control of the
Company and build an access road, bridge and power transmission system for the proposed mine. Further, the
Company agreed that it will donate to the State of Bahia and/or the Municipality of Itagiba any equipment
(including provisional accommodation premises) that ceases to be used for the Santa Rita Project.
Royalties in Respect of the Santa Rita Project
Upon commercial production, Mirabela will be required to pay three royalties in respect of the Santa Rita
Project, consisting of: (i) a royalty to various levels of government in Brazil; (ii) a royalty to CBPM under the
Mining Agreement; and (iii) a royalty to the current or previous owner of the surface rights to the area.
Government Royalty
The Federal Constitution of Brazil has established that the states, municipalities, the Federal District and
certain agencies of the federal administration are entitled to receive royalties for the exploitation of mineral
14

esources by holders of mining concessions (including extraction permits). The rate is currently between 0.2%
and 3% of net income arising from the sale of the mineral product, less taxes on sales of the mineral product,
transportation and insurance costs. The rate for nickel is currently 2% (the ‘‘Government Royalty’’).
Royalty to CBPM or Rio Salitre
Under the Mining Agreement, Mirabela must pay a royalty to CBPM equal to 2.51% of the gross revenue
from the sale or conversion of concentrates of nickel produced from sulphide ore plus the market value of other
metals which are economically recoverable and marketable and a royalty on the laterite ore sold or converted
ranging from US$2.01/t to US$1.01/t of laterite ore, based on the value of nickel on the LME. Mirabela must
also pay a royalty to CBPM for other metals economically recoverable including copper, cobalt, gold, and metals
in the platinum group equal to the Brazilian Real equivalent of US$0.31/t of extracted mineral transferred or
sold. See ‘‘General Business of the Company — The Company’s Interests in the Santa Rita Project.’’
Royalty to Landowners
As previously stated, pursuant to the Land Purchase Agreements, Mirabela must pay the vendors a royalty
equal to 1% of the net revenue derived from the sale of the minerals extracted from such vendors’ property, less
taxes, transportation and insurance costs. Landowners, other than vendors of land from which Mirabela extracts
minerals, will be entitled to a royalty which is equal to 50% of the Government Royalty described above. See
‘‘General Business of the Company — The Company’s Interests in the Santa Rita Project — Surface Rights’’.
In each case, the amount of royalty paid to a landowner is pro rata based on the net revenues derived from
the sale of minerals extracted from such landowner’s property.
DRILLING AND EXPLORATION OF THE SANTA RITA PROJECT AREA AND
THE PALESTINA PROJECT AREA
Overview
Mirabela has an active drilling and exploration program in the Santa Rita Project area and at the Palestina
Project area with a view to increasing the resources available to the proposed mill, thereby potentially justifying
a higher production rate and an extended mine life.
Mirabela’s drilling program has focused on the deeper parts of the central, southern and northern zones of
the existing Santa Rita resource. Mirabela’s exploration program is focused on the Peri Peri project, two
kilometres to the north-east of the Santa Rita Project (and within the Santa Rita Project area) and the Palestina
project, 25 kilometres to the south of the Santa Rita Project.
Mirabela Brazil also entered into the Evaluation Agreement with Inco Brazil for the joint exploration,
evaluation and development of new nickel sulphide resources on the Company’s Santa Rita, Palestina and São
Francisco project areas, pursuant to which Inco Brazil and Mirabela Brazil will now enter into a farm-in
agreement in respect of certain aspects of the Santa Rita and Palestina projects.
Central and Southern Zone Drilling
In November 2006, the Company commenced an infill drilling program consisting of 34 holes
(13,177 metres) designed to convert 6.2 million tonnes (0.55% nickel) of inferred mineral resource within open
pit limits to indicated mineral resource. As of the date of this prospectus six holes remain to be drilled in order
to complete this drill program. By reducing drill hole spacing from approximately 100 metres to 50 metres, the
15

esults of this program are also expected to provide a higher level of geological confidence. The following is a
summary of the most successful drilling results in the southern and central zone of the Santa Rita resource.
Downhole
Hole ID Type From (m) To (m) Width Ni % Cu %
MBS 242 DDH 267 377 110 1.01 0.27
383 393 10 0.63 0.18
MBS 251 DDH 306 340 34 0.73 0.2
344 411 67 0.82 0.19
415 419 4 0.73 0.25
MBS 225 DDH 316 333 17 0.5 0.19
337 341 4 0.54 0.21
343 355 12 0.59 0.22
377 421 44 0.69 0.16
428 432 4 0.44 0.05
436 447 11 0.54 0.1
(0.4% Ni cut off grade, 4 metre minimum mining width)
Management believes these results represent an extension of the central zone mineralization by about
220 metres for a total of 420 metres of strike length.
Northern Zone Drilling
Mirabela’s drill program in the northern zone consists of approximately 47 holes (6,567 metres) of infill
drilling designed to convert the current indicated mineral resource within open pit limits to a measured mineral
resource, targeting shallow, higher grade mineralization which will form the starter pit. By reducing drill hole
spacing from 50 metres to 25 metres, the results of this program are also expected to increase geological
confidence. The following is a summary of the most successful drilling results in the northern zone of the Santa
Rita resource:
Downhole
Hole ID Type From (m) To (m) Width Ni % Cu %
MBS 239 DDH 30 42 12 0.56 0.13
58 114 56 0.9 0.26
122 179 57 0.87 0.23
MBS 277 DDH 40 127 87 0.71 0.19
139 143 4 0.6 0.12
MBS 258 DDH 0 90 90 0.67 0.27
MBS 234 DDH 216 220 4 0.41 0.14
279 374 95 0.86 0.21
400 404 4 0.48 0.06
(0.4% Ni: cut off grade, 4 metre minimum mining width)
Management is now considering expanding this drill program to include an additional 5,000 to
10,000 metres. A decision in this regard will depend on an analysis of the results of the current drill program.
Peri Peri Exploration
In December, 2006, Mirabela drilled four percussion holes approximately 1.5 kilometres to the north-east of
the Santa Rita resource to test a soil geochemical anomaly. These drill holes returned the following results:
Downhole
Hole ID Type From (m) To (m) Width Ni % Cu %
MBRC-070 RC 0 20 20 0.62 0.14
MBRC-071 RC 17 21 4 0.78 0.13
26 33 7 0.40 0.12
16

Management believes this mineralization is highly prospective for additional nickel sulphide mineralization.
An exploration diamond drill program of ten holes (2,000 metres) is currently underway.
Palestina Exploration
Geological mapping, rock and soil sampling and airborne and ground geophysics have been completed at
the Palestina project area. A 1,700 metre (seven holes) diamond drilling program is currently underway to test
coincident IP/geochemical anomalies and stratigraphy. Geological mapping in the area has mainly identified
gabbro and pyroxenite rocks that are consistent with the mineralization at Santa Rita. As a result, management
considers Palestina to be a highly prospective target for Santa Rita type mineralization.
The Palestina project area also includes the Gongogi prospect. The Gongogi prospect is located
approximately seven kilometres north of Palestina. Preliminary geological mapping suggests the presence of a
layered intrusion at Gongogi. Management believes that this intrusion might also be prospective for nickel
sulphides.
Palestina is approximately 25 kilometres from the Santa Rita Project and therefore could provide additional
sources of mill feed for the proposed mill.
The Company’s interest in the Palestina project consists of three granted exploration licences and one
application for a new exploration licence, (collectively, the ‘‘Palestina Mineral Rights’’). Two of the Palestina
Mineral Rights are registered to CBPM (subject to the Mining Agreement as a Contract Tenement), one is
registered to Mirabela Brazil and one, being the application for a new exploration licence, is registered to Utinga
(and upon execution and delivery of the Utinga Amendment, will be made subject to the Mining Agreement as a
Contract Tenement).
On December 20, 2005 and February 15, 2007, the Company entered into access agreements with
landowners in the Palestina project area. Under these agreements, Mirabela was granted the right to access the
land for exploration only (not for production) at a fee of R$1,500 per month.
The Inco Agreements
Evaluation Agreement
The Evaluation Agreement between Mirabela Brazil and Inco Brazil sets out the terms under which the
parties have agreed to cooperate with each other to explore, evaluate and potentially develop new nickel
sulphide resources upon the Santa Rita (including the Peri Peri project, the Sao Pedro prospect and the
Grutinha Salobo prospect), Palestina (including the Gongogi prospect) and São Francisco project areas
(collectively, the ‘‘Project Areas’’) during an evaluation period of one year that ended on December 12, 2006.
The Evaluation Agreement specifically excludes therefrom (i) the existing nickel sulphide resource upon
the Santa Rita Project area and any strike extensions and any depth extensions economically capable of being
open cut mined; (ii) the existing nickel laterite resource and any strike extensions and any depth extensions
economically capable of being open cut mined; (iii) any ‘‘disseminated nickel resource’’ upon the Project Areas,
being any nickel sulphide resource that is located within 300 metres of the surface with a nickel grade of less
than 1% (using a cut-off of 0.4% nickel), and any depth extensions of such resource economically capable of
being open cut mined; and (iv) any nickel laterite resource upon the Project Areas located within 150 metres of
the surface and any depth extensions of such resource economically capable of being open cut mined
(collectively, the ‘‘Excluded Resources’’) provided that the Project Areas do include any resource that might
occur below any of the Excluded Resources.
Under the Evaluation Agreement, during the evaluation period Inco Brazil had the exclusive right to enter
upon, explore and evaluate the Project Areas, remove reasonable quantities of ore for assay and testing purposes
and the right to elect to earn an equity interest in one or more of the Project Areas. Inco Brazil was required to,
and did, fund a minimum of US$500,000 in expenditures on the Project Areas.
During and within 60 days of the end of the evaluation period, Inco Brazil had the right to earn an equity
interest in any or all of the Project Areas other than the Excluded Resources (the ‘‘Farm-In Area’’) by providing
notice to Mirabela Brazil and entering into a farm-in agreement substantially in the form appended to the
17

Evaluation Agreement (the ‘‘Form of Farm-In Agreement’’). Inco Brazil provided such notice to Mirabela Brazil
on February 9, 2007 in respect of the Santa Rita and Palestina Project areas. The parties are currently
negotiating the terms of a farm-in agreement in respect of the Santa Rita and Palestina project areas, based
upon the Form of Farm-In Agreement. Management expects that a definitive form of farm-in agreement,
substantially similar to the Form of Farm-In Agreement, will be entered into in the near future. Until such time
as a definitive agreement is so entered into, the Form of Farm-In Agreement governs.
Form of Farm-In Agreement
Under the Form of Farm-In Agreement, Inco Brazil shall incur annual expenditures of US$300,000 in the
first year escalating at the rate of US$100,000 per annum to a maximum of US$800,000 per year, in exploration
of each Farm-In Area.
Under the Form of Farm-In Agreement, Inco Brazil will be vested with up to a 70% equity interest in a
Farm-In Area if it (i) drills to indicated and/or measured resource status a nickel sulphide resource of at least
100,000 tonnes of contained nickel for such Farm-In Area (including any satellite resources within 20 kilometres
of the main resource); and (ii) completes a bankable feasibility study converting such resource to proven and/or
probable mineral reserves of at least 100,000 tonnes of contained nickel for such Farm-In Area, in each case, by
February 9, 2013. If Inco Brazil elects to mine the Farm-In Area, Mirabela Brazil can elect to either contribute
its 30% share of costs for a 30% equity interest in the project or be loan carried into production for a 15% equity
interest in the project.
If Mirabela Brazil is loan carried, the loan shall be non-recourse and secured against Mirabela Brazil’s 15%
equity interest in the subject project. The loan shall be interest-bearing and repayable out of 80% of Mirabela
Brazil’s share of proceeds from the project. The interest rate shall be LIBOR plus 2%.
Inco Brazil may elect not to pursue exploration and/or development of a Farm-In Area at any time prior to
making a decision to mine. Upon such election, the farm-in agreement shall terminate and Inco Brazil’s equity
interest in the Farm-In Area will terminate. Upon such termination, Inco Brazil shall pay Mirabela Brazil half
the amount of any unexpended annual expenditures obligations and Inco Brazil shall not apply for any
exploration or mining licences or seek to acquire any interest in exploration or mining licences within five
kilometres of the Farm-In Area for a period of one year from the date of termination.
Upon the equity interest vesting with Inco Brazil, a joint venture company will be incorporated in Brazil to
hold title to the Farm-In Area and will be owned by Inco Brazil and Mirabela Brazil in accordance with their
equity interest in the project and Mirabela will transfer title to the tenements covering the Farm-In Area to the
joint venture company subject to a sublease back to Mirabela Brazil of any Excluded Resources on the subject
tenements. The joint venture company will be governed by a shareholder’s agreement between Inco Brazil and
Mirabela Brazil.
The Form of Farm-In Agreement provides that during and for a one year period after the term of the
farm-in agreement, Inco Brazil undertakes not to apply for or seek to acquire any interest in the tenements
comprising the Farm-In Area.
The Form of Farm-In Agreement provides that neither party may transfer its rights under the agreement,
the tenement covering the Farm-In Area or in the Mining Agreement to a third party without first offering its
interest to the other party thereto. Inco Brazil also has the right, but not the obligation, to purchase Mirabela
Brazil’s share of the concentrates of nickel and associated elements produced from the Farm-In Area on normal
commercial terms.
18

THE NICKEL MARKET
The following summary is based in its entirety upon the Base Metals Market Briefing Report dated March 7,
2007 by GFMS Metals Consulting. All opinions, expectations and estimates contained in the following summary
are solely those of GFMS Metals Consulting. Although the Company believes that this report is reliable, the
accuracy and completeness of such information has not been independently verified. See also ‘‘Forward-Looking
Statements’’ and ‘‘Risk Factors’’.
Nickel is mostly used for the production of stainless steel, the demand for which depends largely on the
global economy. Nickel is mined from sulphide and laterite ores. The world’s main sulphide deposits are located
in Australia, Canada, Russia and Southern Africa and laterite deposits are located principally in Western
Australia, New Caledonia, Indonesia, Colombia, Cuba, Venezuela, Brazil and the Dominican Republic.
Supply and Demand
Despite record levels of production in 2006, world consumption of primary nickel grew by approximately
7.1% to 1,373,000 tonnes with growth concentrated in China. Chinese imports of nickel are rising sharply and
this trend is expected to continue given the large increase in stainless steel melting capacity that is underway
in China.
WORLD PRIMARY NICKEL CONSUMPTION
2004 2005 2006 2007 (2)
(000s)
Total Africa ................................. 44 50 51 51
China ..................................... 160 190 220 245
India ..................................... 27 28 31 33
Japan ..................................... 192 180 185 185
South Korea ................................ 103 105 110 112
Taiwan .................................... 86 90 95 95
Other Asia ................................. 12 13 8 20
Total Asia .................................. 581 606 649 690
Belgium ................................... 42 43 44 44
Finland .................................... 60 57 60 60
Germany ................................... 100 96 103 105
Italy ...................................... 62 63 66 63
Spain ..................................... 45 46 51 52
Other Europe ................................ 156 149 162 164
Total Europe ................................ 423 411 442 444
USA ..................................... 128 120 130 128
Other Americas .............................. 36 37 39 41
Total Americas ............................... 164 157 169 169
Global Total (1) ............................... 1,262 1,282 1,373 1,421
Notes
(1) Including Oceania
(2) Estimate
Source: World Bureau of Metal Statistics, INSG & GFMS Metals Consulting
As Inco Limited’s Voisey’s Bay nickel mine moves towards production capacity, it is anticipated that the
nickel market will be required to absorb higher production.
Assuming no surprise supply disruptions, GFMS Metals Consulting forecasts a 6% growth in production in
2007. Despite this increased production, GFMS Metals Consulting predicts a deficit in the supply of nickel of
approximately 10,000 tonnes in 2007 followed by a modest surplus in 2008.
19

Nickel Supply and Demand 2002-2008
2002 2003 2004 2005 2006 2007 (1) 2008 (1)
(000 tonnes)
World wide refined production ........................ 847 836 866 883 898 947 1,011
% change Y-o-y .................................. 5.2 1.3 3.5 1.9 1.7 5.5 6.8
Net exports of metal to ‘‘Western’’ countries ................ 250 160 185 170 165 150 150
Stockpile sales ................................... 60 60 10 0 0 0 0
World wide total supply ............................. 1,037 1,056 1,061 1,053 1,063 1,097 1,161
% change Y-o-y .................................. 5.2 1.8 0.4 0.8 1.0 3.2 5.8
World wide consumption ............................ 1,036 1,056 1,054 1,036 1,098 1,106 1,152
% change Y-o-y .................................. 6.5 2.0 0.2 1.8 6.0 0.8 4.2
Metal Balance ................................... 2 0 7 17 35 10 9
Reported stock change ............................. 3 0 1 14 32
Reported stocks
Country stocks ................................. 75.3 73.4 77.4 76.2 73.6
LME....................................... 22.0 24.1 20.9 36.0 6.6
Total Stocks .................................... 97.3 97.5 98.3 112.2 80.2 70.7 79.2
Total as No. weeks con ............................ 4.9 4.8 4.8 5.6 3.8 3.3 3.6
LME as No. weeks con ........................... 1.1 1.2 1.0 1.8 0.3 0.0 0.0
LME cash ($/tonne) ............................... 6,772 9,640 13,850 14,733 24,287 30,725 22,000
% change Y-o-y .................................. 13.9 42.4 43.7 6.4 64.8 26.5 28.4
Global market balance
Global production ............................... 1,185 1,207 1,248 1,286 1,330 1,412 1,496
Global consumption .............................. 1,177 1,219 1,262 1,282 1,373 1,421 1,487
Global balance ................................. 7 12 14 4 44 9 9
Note
(1) Forecast
Source: World Bureau of Metal Statistics, INSG & GFMS Metals Consulting
Nickel Prices
Recently, nickel prices have reached all-time highs as a result of stronger demand, particularly from the
stainless steel sector, and from a myriad of recent supply disruptions. The LME is the dominant base metals
market and the benchmark for all base metals dealings. In nickel, the LME quotes out to 27 months.
At the close of trading on April 20, 2007, the LME three-month price (buyers’ side) was US$48,845 per
tonne of nickel and the 27 month price (buyers’ side) was US$33,375 per tonne of nickel.
GFMS Metals Consulting forecasts the price of nickel to be $30,725 per tonne for 2007 and $22,000 per
tonne for 2008, with the potential for these prices to be exceeded, if the current supply deficit continues.
20

27MAR200712114903
Source: World Bureau of Metal Statistics, INSG & GFMS Metals Consulting
The following information regarding the location, economy and political system is derived from the
technical report dated March, 2007 prepared in respect of the Santa Rita Project and from publicly available
information.
BRAZIL
Location, Economy and Political System
Brazil occupies a surface area of about 8.5 million square kilometres, an area slightly larger than Australia.
The climate is largely tropical with more temperate regions in the south. The topography is mostly flat with
rolling lowlands in the north, some plains and a narrow coastal belt. The total population is about 182 million
and literacy is about 86%. The official language is Portuguese, although English, Spanish and French are also
spoken. The capital city is Brasilia, located in the centre of the country.
Political conditions in Brazil are generally stable. Brazil has been a member of the World Trade
Organization since 1995 and is a founding member of Mercosur, a trade liberalisation program which also
includes as members, Argentina, Chile and Uruguay.
Brazil’s GDP (gross domestic product) in 2006 was US$943 billion. Brazil is one of the top five largest
mining countries in the world. In 2006, 5.5% of Brazil’s GDP was due to the mining sector, which amounts to
overall sales of approximately US$46 billion. Brazil is the world’s largest producer of iron ore. In 2005, Brazil
produced 280 million metric tonnes of iron ore, accounting for approximately 25% of the world’s total output.
Other minerals mined in Brazil include copper, bauxite, manganese and niobium. Brazil alone accounts for 95%
of the world’s niobium production.
The Brazil Mining Law Regime
General
Set out below is a summary of certain provisions of the mining legislation in Brazil. It does not purport to be
a comprehensive statement of all relevant provisions. It is included for the purposes of background information
only and should not be relied upon or used for any other purpose.
The 1995 Constitutional Amendment to Brazilian mining legislation granted foreign companies the right to
hold majority ownership in Brazilian projects and the right to equal fiscal and economic treatment. Today,
21

multinational mining companies active in Brazil include Anglo American PLC, Rio Tinto PLC and BHP
Billiton Ltd. CVRD, a Brazilian company, has become the second largest nickel producer in the world following
its acquisition of Inco.
Under the Brazilian Constitution, mineral deposits represent a class of property separate from surface
rights, and belong to the Republic of Brazil. Exploration and mining activities can only be undertaken by
Brazilian individuals or legal entities incorporated in Brazil which hold an authorization or concession granted
by the federal government of Brazil.
The Mining Code of 1967 (the ‘‘Mining Act’’) and the Brazilian Mining Code Regulation 1968
(the ‘‘Regulation’’ and together, the ‘‘Mining Code’’) govern the exploration and commercial exploitation of
mineral resources in Brazil. Under the Mining Code, mining activity requires the grant of a concession from the
DNPM, an agency of the Brazilian federal government responsible for controlling and applying the Mining
Code, and requires an agreement with the relevant landowner regarding surface rights. Accordingly, mining
tenements in Brazil generally consist of one or more prospecting permits, exploration licences and mining
concessions.
The Mining Code does not require that the holder of a granted exploration licence or mining concession
spend a prescribed amount on exploration or mining activities.
The Company holds, directly or indirectly, exploration licences and applications for exploration licences and
is preparing to submit one or more applications for mining concessions.
Exploration Licences
An exploration licence entitles a holder, to the exclusion of all others, to explore for minerals in the area of
the licence but not to conduct commercial mining. The maximum exploration area for nickel is 2,000 hectares in
the States of Bahia and Piaui and 10,000 hectares in the State of Tocantins. An exploration licence is valid for a
maximum period of three years and can be extended by no longer than one additional three year period. The
holder of an exploration licence must (i) inform the DNPM of the discovery of any other mineral substance not
included in the exploration licence; (ii) perform work in accordance with applicable environmental legislation;
(iii) report annually to the DNPM on exploration expenditures; (iv) compensate the surface owner for
occupation of land and for losses caused by the work; and (v) submit a final report of the results of the work to
the DNPM before termination of the exploration licence. In addition, the holder of an exploration licence must
pay an annual exploration fee to the DNPM. The fee is established at progressive values based on the size of
the area and the extension period of the licence.
If the final report demonstrates the existence of a resource which can be both technically and financially
developed, the DNPM will generally approve the report. Once the exploration report is approved, the holder of
an exploration licence has one year to apply for a mining concession. If the holder of an exploration licence fails
to apply for a mining concession within this one year period, the mineral rights over the property will lapse.
Mining Concessions
An application for a mining concession must be addressed to the DNPM and be supported by a
development plan and a mining plan. A mining concession will not be issued until an installation licence has
been granted by the applicable environmental authority. See ‘‘Environmental Licensing’’ below.
A mining concession is granted under ordinance of the Ministry of Mines and Energy. The area of the
mining concession will be limited to (and can be smaller than) the area of the exploration licence from which it is
derived. Subject to complying with its conditions, a mining concession entitles the holder thereof, to the
exclusion of others, to mine the mining lease area indefinitely, until full depletion of the deposit. The holder of a
mining concession is entitled to servitudes over the land covered by the concession for mining, processing and
infrastructure or over adjacent land for processing and infrastructure. In very occasional circumstances mining
rights can be denied where the government mining authority considers that a subsequent public interest exceeds
that of the utility of mineral exploration, in which case the Federal Government must compensate the mining
concession holder.
22

A mining concession may only be granted to a company incorporated under Brazilian law such as Mirabela
Brazil. Mining concessions can be transferred between parties qualified to hold them, however transfers must be
authorized by the applicable governmental authority.
The holder of a mining concession must (i) commence development within 60 days from the granting of the
concession; (ii) not suspend development and mining operations for more than six months without the prior
approval of the DNPM; (iii) mine in accordance with an approved development and mining plan;
(iv) compensate the landowner for occupation of the property; (v) pay a royalty to the landowner; (vi) pay a
royalty to the local, state and federal governments; (vii) obtain all required environmental licences and
authorizations; (viii) restore the areas degraded by mining and processing operations and infrastructure; and
(ix) report annually to the DNPM on activities, production and sales.
Environmental Licensing
All phases of the Company’s operations are subject to environmental regulations. In general, environmental
licensing is handled by the environmental agency of the relevant state in Brazil and exceptionally by federal
authorities. The licensing system is divided into preliminary licences, installation licences and operation licences.
A preliminary licence (the Licença de Localizaçâo) is obtained at the planning stage of the project. An EIA
and a plan for the restoration of degraded areas are prepared and submitted and public hearings are called to
present the EIA to the communities and authorities. The Company was issued a preliminary licence on
January 2, 2007.
An installation licence (the Licença de Instalação) is required prior to the commencement of construction
and may only be obtained after an EMP has been presented to and approved by the relevant environmental
agency. The issuance of a mining concession is conditional upon the issuance of an installation licence. At this
stage, the environmental authority will set the Environmental Compensation Amount, which is a minimum of
0.5% of the projected capital investment.
Mining and processing can only occur following the issuance of the operation licence by the relevant
environmental agency. An operation licence will only be issued once the environmental authorities are satisfied
that development and construction were completed in accordance with the conditions of the installation licence
and the EMP has been correctly implemented.
Native Title
According to the Brazilian Constitution, native title areas (reserves) inhabited by indigenous peoples in
Brazil are available to mining activities with Congress approval. Several proposals have been submitted to
Congress but since 1988, none have been approved as yet. Management believes that none of the Company’s
properties currently encroach native title areas.
Taxes
Mining activities are subject to taxation in the same manner as other activities in Brazil. Mining activities
are subject to a range of corporate taxes, charges and duties which are administered at the federal, state and
municipal level. These include income tax, social contributions taxes, sales taxes, service taxes and taxes on
financial transactions. Companies under Brazilian or foreign control are subject to the same income tax, and are
liable for tax on their worldwide income. A variety of fiscal incentives, concessions and exemptions are also
available and are aimed at the selective fostering of industries and advancement or development of certain
economic regions.
Generally, corporations in Brazil are currently subject to a federal income tax at a rate of 25%, plus a social
contribution tax on net profits of 9%, for a theoretical combined tax rate of 34%. The Company’s tenements are
located in the states of Bahia and Tocantins, which are subject to the Authorities for the Development of the
North-east and Northern regions. Tax benefits from participation in exemptions and incentives available in this
region can result in an effective corporate tax rate as low as 15.25%. Dividends, whether paid to resident or
non-resident shareholders, are not subject to withholding tax.
23

The Company has signed a memorandum of understanding with the State of Bahia and the Municipality of
Itagiba to obtain deferrals of import duties and Value Added Tax (ICHS) on the acquisition of certain assets
purchased for the Santa Rita Project until such time as Mirabela Brazil disposes of the assets. Discussions have
commenced in respect of a similar understanding for fiscal reductions once the project is operating. See
‘‘General Business of the Company — Licences and Approvals Related to the Santa Rita Project — Memorandum of
Understanding’’.
Investment and Repatriation of Funds
Pursuant to Brazilian law, foreign capital investments must be registered with the Central Bank of Brazil
(‘‘BACEN’’) through an internet-based Electronic Registration System. The registration of foreign capital
investments is required for remittances abroad in foreign currency, such as the remittance of profits and the
repatriation of capital. It is also required for the registration of the reinvestment of profits obtained in the
Brazilian entity. An investment, by way of subscription for capital from treasury or the purchase of capital stock
of an existing Brazilian corporation, may be sent to Brazil through any financial institution duly authorized to
execute exchange operations. Any investment in a Brazilian corporation must be registered with BACEN.
Brazilian corporations may make payments to shareholders on account of interest on shareholders’ equity as an
alternative form of making dividend distributions, provided that the rate of interest is not higher than the
Brazilian federal government’s long term interest rate as determined by BACEN from time to time.
If a foreign investor reinvests profits instead of remitting them abroad, such profits can be registered as
foreign capital investment jointly with the foreign investor’s original investment, thereby increasing the future
capital repatriation allowance for tax purposes. Foreign capital registered with BACEN can be repatriated at any
time, without prior authorization. Remittances exceeding the amount registered are considered to be capital
gains and are subject to a 15% withholding tax. The equity interest owned in a Brazilian company by a foreign
investor may be sold, assigned or otherwise transferred abroad.
Offshore loans between Brazilian based and foreign based persons must be reviewed by, and registered
with, the BACEN. If the loan is approved, a certificate of registration will be granted. Such certificate will be
valid for up to 120 calendar days. No payment may be made under such certificate following the expiration
thereof, unless an application for revalidation has been made and approved by BACEN.
DETAILS OF THE SANTA RITA PROJECT
For an explanation of certain technical terms used in this prospectus, please see ‘‘Glossary of Technical
Terms’’ beginning on page A-1 of this prospectus.
Technical Report
Unless otherwise stated, the information that follows relating to the Santa Rita Project is derived from, and
in some instances is an extract from, the revised technical report dated April 2007 (the ‘‘Technical Report’’) by
RSG Global Consulting Pty Ltd (‘‘RSG Global’’) in respect of the ‘‘Santa Rita and Serra Azul Projects’’. At the
time of the preparation of the Technical Report, each of the individuals who contributed to the Technical Report
was independent of the Company and was, or was supervised by, a ‘‘qualified person’’, as that term is defined in
NI 43-101.
Portions of the following information are based on assumptions, qualifications and procedures which are
not fully described herein. Reference should be made to the full text of the Technical Report which has been
filed with certain Canadian securities regulatory authorities pursuant to NI 43-101 and is available for review on
SEDAR database on the Internet at www.sedar.com. Alternatively, a copy of the Technical Report may be
inspected during distribution of the Shares being offered under this prospectus and for 30 days thereafter during
normal business hours at Mirabela’s head office and at the offices of Mirabela’s legal counsel, Lawson
Lundell LLP.
24

Property Description
The Santa Rita deposit is located in the south-east of the Bahia State, Brazil, situated 360 kilometres southwest
of Salvador and approximately six kilometres from the city of Ipiaú. The project is centred at 14 o 11’ 42’’
South latitude and 39 o 42’ 11’’ West longitude.
23MAR200704033650
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Environmental
The Company has retained the services of environmental consulting group Arcoverde Consultoria e Projetos
for all aspects of the environmental management of its tenements. As a requirement for the environmental
licensing of the Santa Rita Project, a comprehensive EIA was completed and submitted to the State
environmental authority on September 21, 2006. The EIA has been approved by the State Environmental Board
of Bahia and the Licença de Localização has been granted. Notification of the granting of the Licença de
Localização was published in the official gazette of the state government on December 23, 2006.
There are no mine infrastructures, including mine workings, tailing ponds or waste deposits at the Santa
Rita Project site.
26

Accessibility, Climate, Local Resources, Infrastructure and Physiography
The Santa Rita deposit lies approximately two kilometres from the sealed BR330 highway. Access within
the project area is by unsealed formed municipal roads and farm tracks. The nearby towns of Ipiau and Itagiba
are well served with commercial activity and industrial support services such as transport and earthmoving,
construction, commercial lending and banking. The towns provide an excellent source of skilled and unskilled
labour. High voltage power supply lines cross the tenement areas. Land in the area is predominantly used for
pastorial and agricultural purposes, and farms cover the project tenements. Water is provided for industrial and
pastoral activity by the Rio do Contas, other major watercourses and numerous artesian bores. A water
treatment facility is located in Ipiau to supply potable water to the town.
The Itagiba region is classified as having a humid tropical climate. Annual rainfall varies between
800 millimetres and 1,800 millimetres and averages approximately 1,300 millimetres. There is no well-defined
dry season. Monthly average temperatures are above 18 degrees Celsius. The area is characterised by
sub-tropical rainforest, although little remains as a result of deforestation for farming. Local topography is
characterized by flat to gently undulating soil-covered terrain at about 150 metres above sea level, traversed by a
drainage network feeding the Rio de Contas. The terrain is punctuated with rounded hills rising 350 to
400 metres above sea level, comprising resistant lithologies within the metamorphic terrain.
History
Several companies have conducted exploration at Santa Rita. These companies completed detailed
mapping and various amounts of diamond drilling. There has been no ore production from the Santa
Rita Project.
Mineração Nhambú Limitada (1979 — 1981)
The existence of mafic-ultramafic intrusive complexes was first noted following regional aeromagnetic
surveys by the CPRM in the Itaberaba-Belmonte area in 1976.
Mineração Nhambú Limitada (a joint venture between BP Minerals Ltd. and The RTZ Corporation)
conducted a regional exploration program for base and precious metals, and in particular gold and chrome, in
the south of Bahia State between 1979 and 1981. The area to the south of Ipiaú was assigned a high priority due
to the presence of north-north-east trending granitic intrusions identified by existing mapping.
Initial exploration comprised a stream sediment and soil sampling program at a density of one sample per
four square kilometres, along with regional mapping, which led to the discovery of two important geochemical
anomalies comprising nickel-copper-cobalt near Fazenda Mirabela (Mirabela Farm), eight kilometres southsouth-east
of the town of Ipiaú, and zinc-copper, located five kilometres south-south-east of Ipiaú near Fazenda
Ipiranga (Ipiranga Farm). The first anomaly resulted in the discovery of the Fazenda Mirabela mafic-ultramafic
intrusion and the second resulted in the discovery of a thin (equal to or less than one metre thick), but very
extensive (two kilometre strike extent) gossan in the Grutinha Salobo area. Follow-up was conducted at both
targets, focussing on the former, where ground geophysical (IP and magnetics) and geochemical (soil) surveys,
geological mapping and two diamond holes totalling 329 metres were completed.
As a result of this exploration, Mineração Nhambú Limitada concluded, among other things, that the trend
of intrusive bodies in existing mapping were not of a granitic but rather mafic-ultramafic composition and nickel
soil anomaly delineates what is now known at the Fazenda Mirabela mafic-ultramafic intrusion.
Mineração Nhambú Limitada relinquished the ground in 1981, concluding that the Fazenda Mirabela nickel
anomaly was unrelated to significant primary mineralization.
Caraíba Metais SA (1985 — 1989)
Caraíba Metais SA claimed tenements in the Fazenda Mirabela region to explore for copper, nickel and
PGEs in 1985. The company carried out geological reconnaissance and an orientation soil geochemical survey,
prior to executing detailed field work over an area of one square kilometre. This work was restricted to the
ultramafic zone of the intrusion, as the company was denied surface access to the whole intrusion by the
landowners at the time.
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Detailed prospecting comprised geological mapping at 1:5,000 scale; soil geochemistry; geophysical
surveying, including gravity, magnetics and IP; and the drilling of five diamond core holes (580 metres) to test
both IP anomalies and copper soil anomalies. This work confirmed the differentiated character of the intrusion
and its magnetic sulphide mineralization.
At the time, however, the primary focus of the Caraíba Metais SA exploration was for copper-dominant
deposits, which, combined with the low metal grades encountered and the existing economic conditions, led
them to terminate exploration activities in the area, ceding their exploration rights to CBPM in 1989.
Companhia Bahiana de Pesquisa Mineral (1989 — 2002)
In July 1989, CBPM, a government controlled entity focused on stimulating mineral exploration in the
Bahia State, Brazil, claimed the tenements covering the Fazenda Mirabela intrusion and the tenements covering
the Fazenda Palestina intrusion.
CBPM exploration initially comprised a re-evaluation of the previous exploration work by Mineração
Nhambu and Caraíba Metais SA; geological mapping, with analysis of Cu, Ni, Co, As, Ti, V, Cr, Pt and Pd in
39 rock samples and petrographic description for 135 rock samples; detailed profiles of ground geophysics
(magnetics and VLF-electromagnetics) along five lines, and the compilation of density and magnetic
susceptibility measurements for the five diamond drillholes completed by Caraíba Metais SA.
This work concluded that the Fazenda Mirabela intrusion was tholeiitic magmatic affiliation and possessed
potential to host economic mineralization of Ni-Cu, PGE and Au, or of Pt-Pd with Au, Ni and Cu associated, or
even economic chromite concentrations.
The second phase of exploration by CBPM commenced in 2000 and comprised diamond drilling of the
primary mineralization and auger and diamond drilling of the secondary (laterite) mineralization.
In 2003, fulfilling its role of stimulating mineral exploration, the CBPM offered private enterprise the
opportunity to develop the nickel resources of the ‘Mirabela Laterite and Sulphide Ni-Cu-PGE Target’ via
public tender number 005/2003.
Mirabela Brazil was selected on the basis of the discovery bonus and royalty offered to CBPM. Diamond
drilling of the lateritic resource began in March, 2004, and diamond drilling to investigate the area of sulphide
mineralization known as Santa Rita began in September 2004.
Moonlight Express
On April 20, 2004, Mirabela acquired beneficial ownership of all of the shares of Mirabela Brazil from
Moonlight, a corporation associated with Mr. William Clough, a director of Mirabela and a resident of Perth
Australia. Under that Agreement Mirabela paid Moonlight A$176,777 for all of the shares of Mirabela Brazil
and A$174,349 for the mineral knowledge of Moonlight. See ‘‘Interest of Management and Others in Material
Transactions’’.
Geological Setting
Geological, geochronological and isotopic studies allow the identification of four important crustal
segments in the basement of the São Francisco Craton in Bahia. The oldest portion is the Gavião block in the
west-south-west comprised of granitic, granodioritic and migmatitic continental crust including remnants of
3.4 Ga TTGs and associated Archaean greenstone belts. In the south-south-west, the Archaean Jequié block
comprises granulitic migmatites with inclusions of supracrustal rocks, intruded by many charnockite plutons. To
the north-east, the Archaean Serrinha block is composed of orthogneisses and migmatites, which form the
basement for Paleoproterozoic greenstone belts. The youngest segment exposed is the Archaean-
Paleoproterozoic Itabuna-Salvador-Curaça belt, which extends from south-east Bahia along the Atlantic coast to
Salvador, then northwards into north-east Bahia, separating the Gavião and Jequié blocks from the Serrinha
block. This segment is mainly composed of a low-K calc-alkaline plutonic suite, but also contains belts of
intercalated metasediments and ocean floor/back-arc basin gabbro and basalt.
The Fazenda Mirabela Intrusion is a Paleoproterozoic differentiated mafic-ultramafic body emplaced near
the western margin of the Itabuna-Salvador-Curaça belt. The Fazenda Mirabela Intrusion represents one of at
least two mafic-ultamafic layered bodies intruding along a major structural lineament that extends for over
100 kilometres adjacent to the western margin of the Itabuna-Salvador-Curaça belt.
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25MAR200710211038
The ultramafic zone comprises a typical ultramafic cumulate sequence. A core of fine-grained dunite
(serpentinite) is successively surrounded by peridotite (harzburgite to olivine orthopyroxenite) and pyroxenite
(bronzitite) units. This zone occupies about one-third of the total area of the intrusion on its western side, and is
reflected by a topographic high. The dunite core and a large part of the peridotite are completely serpentinized,
with preservation of relic texture. The peridotites become gradually richer in pyroxene and poorer in olivine
outwards from the nucleus. The overlying pyroxenite-rich units show minor alteration of their constituent
minerals compared to the core. The extent of the ultramafic zone is well defined by outcrop mapping
and magnetics.
According to conventional classification schemes of nickel sulphide deposits, the Santa Rita deposit may be
classified as a Type IV deposit, a Type 7a deposit, or a Type 2A deposit, together with the Moxie and Roan
Phanerozoic age intrusions, and the Svecofennian Paleoproterozoic age intrusions. Such deposits are
characteristically small (two million tonnes to eight million tonnes) and are hosted by greater than three
kilometre thick intrusions, but may have basal accumulations of massive to semi-massive sulphides close to
interpreted feeder conduit positions. Such a conduit has not been identified at Santa Rita and it remains an
enigmatic target.
Mineralization
Disseminated nickel and copper sulphides form a stratiform body parallel to the lithostratigraphic contacts
extending upwards from the harzburgite unit through the olivine orthopyroxenite unit and into the base of the
bronzitite unit. Sulphur saturation appears to have post-dated olivine precipitation, as the olivine is not nickel
depleted. This explains why no sulphides have been discovered at the base of the intrusion to date.
29

The mineralized zone extends from one side of the Fazenda Mirabela Intrusion to the other, averaging
35 metres in width over a 1.5 kilometres strike length, and has been tested down dip to depths exceeding
500 metres.
The sulphide mineralization shows strong lithostratigraphic control, concentrated within the peridotite and
upwards into the pyroxenite. The mineralization has a primary disseminated nature, originating from
accumulation of sulphide liquid within the cumulate silicate phase as post-cumulus sulphides, and comprises
predominantly pentlandite (52% with 7% violarite) intimately associated with chalcopyrite (14%), pyrite (14%)
and pyrrhotite (9%). Traces of PGE are also intimately associated with the sulphides, either as a distinct mineral
phase (not yet identified) or included within the structure of the principal sulphides.
The mode of occurrence of the sulphides is as granular aggregates comprising pentlandite and/or violarite,
chalcopyrite, pyrrhotite and various forms of pyrite. Sulphides are commonly fine-grained, with individual
samples often containing sulphide aggregates no more than 0.5 millimetre to one millimetre in size, however
larger lenses to 30 millimetres occur locally with sulphide aggregates. Finer and more widely disseminated grains
of sulphide seem to include more abundant chalcopyrite than relatively coarser scattered aggregates. Sulphides
occurring as veinlets and fine filaments in micro-fractures, with or without serpentine, are mostly copper-rich
(chalcopyrite), with or without pentlandite or violarite, and rarely include low-temperature secondary pyrite.
Composite grains of nickel-rich sulphides are commonly equant or elongate, being up to one millimetre to
two millimetres in diameter or length, and interstitial to olivine and/or chromite. Minor sulphides include
mackinawite, millerite, poorly defined low-temperature Fe sulphides, cubanite, bornite and chalcocite, along
with trace native copper. Millerite and more complex nickel-copper suphides occur in some samples. Low
temperature pyrite is less abundant and is rarely colloform or lamellar in texture.
The bulk sulphide composition (tenor = grade recalculated to 100% sulphide) has been calculated to be
18.9% Ni, 6.1% Cu, 36.2% Fe, 38.8% S in 2.57% by weight sulphide. No discrete PGE mineral phase has been
identified. This is largely due to the average Pt+Pd content of the ore being only 105ppb, suggesting that the
PGE may be contained within the structure of the principal sulphides.
The principal alteration exhibited by differentiates comprising the Fazenda Mirabela Intrusion is
serpentinization. During this process both the olivine and orthopyroxene are strongly altered along fractures and
grain boundaries to a fibrous chrysotile, associated with blebs and dendritic exsolutions of secondary magnetite.
In olivine cumulates, coronas with an inner rim of orthopyroxene and an outer rim of clinopyroxene occur
around olivine grains in contact with interstitial plagioclase (kelyphitic texture).
Exploration
Prior to commencement of the Mirabela exploration programs, exploration was completed by operators
Mineração Nhambú Limitada, Caraíba Metais SA and CBPM. Recent Mirabela programs focussed primarily on
drilling the sulphide mineralization to understand the geological controls, to collect metallurgical and
geotechnical data, and to define a high confidence mineral resource. This strategy has been successful, with the
drilling confirming the continuity of the mineralization and expanding the known extents of the deposit. RSG
Global considers it likely that on-going exploration will continue to identify extensions to existing mineralization
or new mineralization elsewhere within the project.
Exploration surveys and interpretations completed to date have been largely planned, executed and
supervised by expatriate and national Mirabela personnel, supplemented by consultants and contractors for
more specialized or technical roles. The Technical Report provides that the data is considered to be of good
quality and the current Mirabela team considered to be well qualified to fulfil the responsibilities of on-going
exploration programs.
Drilling
Diamond core and reverse circulation (‘‘RC’’) has been completed at the Santa Rita deposit. A subset of the
total database, comprising all drillholes available at the time, was used for the resource estimation studies
30

completed in October 2006. The RC drilling at Santa Rita was not included in the resource estimates as it was
completed after the commencement of the resource evaluation studies.
Summary Drilling Statistics Grouped by Drill Method
No DDH No RC No Auger All Total
Deposit DDH (m) RC (m) Auger (m) Holes M
Santa Rita 302 70,276.46 2 368.00 0 — 304 70,644.46
Diamond Core Drilling
The diamond drilling was predominantly carried out by Boart Longyear Geoserv. The rigs used were
sled-mounted LM-38’s and LM-44’s. The number of rigs on site at any one time varied between one and four.
One sled-mounted diamond drill-rig from GEOSOL (Geologia e Sondagens Ltda.) was also used on site from
April 4, 2006 until the end of this phase of drilling. Between September 17, 2004 and August 9, 2006,
192 diamond drillholes of early exploration/resource drilling were completed for a total of 41,911 metres. All
holes were drilled with HQ pre-collars and completed with NQ core. Drilling was completed in runs of
three metres.
All holes have been down-hole surveyed by either single-shot surveys or post-drilling via a north-seeking
gyroscope, or, by both of these methods. The single shot surveying was completed by Boart Longyear Geoserv
and the gyroscope surveying was completed by Downhole Surveys DHS Pty Ltd. from October to
December 2005.
Originally the single-shot surveys were taken at an initial down-hole depth of 10 metres, then at a 50 metre
depth, and subsequently at 50 metres down-hole intervals. This has since been modified to one survey at
10 metres, and then a survey every 30 metres down the hole until the end. The gyroscope surveying has generally
been completed inside the PVC casing post drilling, although a limited number of holes were surveyed inside the
drill rods. The gyroscope survey interval was three metres with surveys collected from the beginning of the hole
until just above the end of the hole or to the end of the PVC casing. Based on a review of the survey information
RSG Global considers all the data to be well established in 3D space.
Geotechnical logging has routinely been completed at Santa Rita under the supervision of geotechnical
consultants Dempers and Seymour Pty Ltd. A review of the sample recovery was completed by RSG Global
during the February 2006 site visit and excellent recovery was noted.
RC Drilling
A program of RC drilling has recently been commenced at Santa Rita however, little data currently exists.
RSG Global has not assessed this data collection. As such, this data has not been used in the formation of the
Mineral Resource estimate in the Technical Report.
Geosedna Perfurações Especiais S.A. has been contracted to complete the drilling with a W750 truck
mounted rig with air capability of 900cfm/350psi used. All drilling completed to date has been completed with a
5 1 ⁄2 inch face hammer.
RSG Global concluded the RC drilling performance was satisfactory with acceptable daily productivity
rates, sampling recovery and safety standards being achieved.
31

Drilling Results
The Santa Rita resource estimate is based on 200 drill holes for 43,105 metres drilled by CBPM and
Mirabela. The following table sets out a summary of the drilling statistics by company and drill type. Significant
intersections of additional drill completed after the resource cut-off date of October 30, 2006 are contained at
Appendix I of the Technical Report.
Holes in Database
Used in Santa Rita Resource
Holes Metres Holes Metres
DDH 302 70,276.46 200 43,105.81
RC 2 368.00 —
304 70,644.46 200 43,105.81
In addition, 3,327 bulk density determinations have been collected and used as the basis for tonnage
reporting.
RSG Global independently selected a number of drillholes (35 holes representing 4,317 assay intervals) and
compared the digital database against the hard copy data and laboratory assay certificates. RSG Global
concluded that the quality of the data in the database was excellent with no material errors being identified at
any stage of the validation process.
Sampling
Multiple phases of surface geochemistry have been executed by the various operators of the Santa Rita
resource. The geochemistry includes soil samples, rock chip samples and auger samples.
Mirabela extended the sampling program undertaken by Mineração Caraíba S/A and CBPM by completing
12 additional lines of sampling (100 metre by 20 metre sampling). This infill sampling has been completed at the
northern and southern ends of the main ultramafic part of the Mirabela Intrusion (i.e. to the immediate north
and south of the area covering the Santa Rita sulphide deposit).
The Mirabela sampling consisted of 155 bulk soil samples collected, in most cases, using augers from an
average depth of 2.15 metres (maximum depth of 14 metres). All samples were analysed by ALS Chemex using
the ICP41, PGM-ICP23 and OG62 analytical techniques. Sample preparation included the weighing and drying
of samples prior to dry-sieving the sample to 180 micron.
The regions of each holes sampled are selected at the discretion of the geologist completing the geological
logging. The diamond drill core is logged in detail and intervals for sampling selected and an appropriate
sampling form completed. The core is then cut evenly down the middle using a diamond saw, slightly to the left
of the orientation lines (or metre-marks were no orientation line exists). The two halves of each piece of core are
placed back in the core tray in the original position.
The drill core was sampled in one metre intervals by trained and supervised technicians. Each metre was
sampled by taking the left-hand half of each piece of core for that metre (i.e. leaving the half with the
orientation line and/or metre marks in the tray) and placing them into the appropriate sample bag.
In addition to the routine assaying completed, thin sections have been collected in zones of anomalous
nickel mineralization for petrological studies. These thin sections have been collected at approximately
10 metres down-hole intervals. Thin section sampling has been completed for all drillholes up to and including
MBS-107. The samples were then put in a protective bag, and sent to Amdel Laboratories Ltd. in Adelaide,
South Australia. After quarantine, the samples were transferred to Pontifex & Associates Pty Ltd. for detailed
and specific petrographic work of polished thin sections.
RC drill chips were collected as one metre intervals down-hole via a cyclone into PVC bags prior to
splitting. The collected samples were riffle split using multiple passes through a single stage riffle splitter. A final
32

sample of approximately two kilograms was collected for submission to the laboratory for analysis. In drill-holes
of interest, the final samples were one metre intervals, however for the majority of the sterilisation program the
samples were four metre composites. The sampling represents industry standard practices. In wet holes, the
samples were left to dry as best possible, and then homogenized and quartered by hand. RC chip trays were
systematically logged by collecting the sieved RC chips and storing them in a tray, with each labelled
compartment of the tray containing the chips from one metre. RC sampling has not been reviewed by
RSG Global.
RSG Global concluded that the sampling procedures for diamond drilling are consistent with current
industry best practices. RSG Global did not assess the RC drill quality however RSG Global did conclude that
the approach used by Mirabela is consistent with current industry best practice, except for wet drilling. The RC
drilling has not been used to generate the mineral resource in the Technical Report.
Sample Security and Analysis
Current Mirabela drilling procedures require samples to be taped closed once taken from the core sampling
facility. Samples are then transported directly to the laboratory. Reference material is retained and stored on
site, including half-core and photographs generated by diamond drilling, and duplicate pulps and residues of all
submitted samples. All pulps are stored at ALS Chemex’s storage facility in Belo Horizonte.
Mirabela uses ALS Chemex Ltd. as its principal analytical laboratory. Sample preparation is completed in
Brazil and the analytical laboratories in Perth, Australia, and Vancouver, Canada, assay the pulps. Umpire assay
checks in respect of Santa Rita were completed by ACME Analytical Laboratory Ltd. in Vancouver, Canada,
and Ultra Trace Analytical Laboratories, in Perth, Australia.
RSG Global concluded that the analytical methods, sampling methods, chain of custody procedures, sample
preparation procedures and analytical techniques are appropriate and compatible with accepted industry
standards.
The current quality control procedure at Santa Rita consists of four quality control samples: blanks,
certified reference material (standards), coarse reject sample duplicates (at the lab) and pulp re-assay (umpire
lab checks).
With the exception of Au, the assaying reviewed by RSG Global in respect of Santa Rita deposits was
considered both accurate and precise and suitable for mine planning studies. RSG Global completed a
comparative analysis of the quality control protocols and concluded that they were of high industry standard and
should be maintained for future drilling programs.
Bulk density determinations have also been carried out by Mirabela. Density data (3,327 determinations for
Santa Rita) has been collected by Mirabela using billets selected from available diamond core. The methods
applied to density collection for Santa Rita included sun drying, weighing the core in air and weighing water.
The bulk density was then determined as a ratio of weight in air over weight in water. The weighing is completed
using high quality electronic scales with regular calibration of the scales completed. RSG Global confirmed that
this method represents an industry standard approach to dry bulk density collection when no porosity is present
in the rocks, as is the case for the sulphide/fresh mineralization.
Mineral Resources and Mineral Reserves
Mineral resource estimates were prepared by Brett Gossage of RSG Global in accordance with NI 43-101,
the Canadian Institute of Mining, Metallurgy and Petroleum Standards on Mineral Resources and Reserves and
the Australasian Code for Reporting of Mineral Resources and Ore Reserves 2004 Edition (the ‘‘JORC Code’’).
Mr. Gossage is a Competent Person as defined by the JORC Code and a Qualified Person for the purpose of
NI 43-101 and is independent of the Company.
33

The resource estimate for the Santa Rita deposit as at October 26, 2006 is tabulated below. The Santa Rita
deposit resource estimate is based on the 200 diamond drill holes for 43,105 metres drilled by CBPM and
the Company.
Santa Rita Deposit
Mineral Resource Estimate as at October 2006
Pd Pt Au
Category Mt Ni % Cu % Co % ppb ppb ppb
Indicated 52.4 0.62 0.15 0.016 53 108 63
Inferred 18.0 0.57 0.14 0.015 45 90 44
(Cut-off grades — 0.35% gabbro and pyroxenite, 0.4% peridotite, 0.5% dunite)
The following estimation techniques, assumptions and parameters were used to estimate the mineral
resources at the Santa Rita deposit:
• the sulphide zone was broken up into a number of domains to address fault offsets and the spatial breaks
in the interpreted mineralization zone;
• the mineralization interpretation was ‘‘un-faulted’’ allowing estimation to use composites across fault
boundaries;
• the drill hole data base was composited to a three metre down-hole composite interval which composites
were used for all statistical, geostatistical and grade estimation studies;
• variography was generated for the principal variables (Ni, Cu, Co, Pd, Pt, Au and S) based on the three
metre down-hole composites grouped by domain;
• a three dimensional block model was generated to enable grade estimation;
• a parent block size of 20mE 25mN 5mRL was selected with sub-blocking to a 5mE 12.5mN
2.5mRL cell size to improve volume representation of the interpreted wire frame models;
• resource estimation was undertaken using Ordinary Kriging as the principal methodology for Ni, Cu, Co,
Pd, Pt, Au and S;
• the ‘‘recoverable’’ resources emulating selective mining of units (‘‘SMU’’) smaller than the estimation
block size were calculated by the Uniform Conditioning method, using Isatis software;
• the modelled grade variability was used to calculate the expected variability of SMU size parcels of
mineralization;
• the modelled distribution of composites was then adjusted to reflect the expected variability of
mining units;
• the change of support was applied by Uniform Conditioning (‘‘UC’’) for cut-offs 0.1, 0.2, 0.3, 0.35, 0.4,
0.45, 0.5, 0.6, 0.7, 0.8, 0.9 and 1.0% Ni; and
• it was assumed that grade control holes will be drilled vertically on a 6m E-W by 8m N-S pattern and will
be sampled in five metre intervals.
Extensive visual and statistical validation of the grade estimates was completed. This process included a
review of the block estimate and the composite data in cross section, long section and plan views and a
comparison of the mean grade of the estimate versus the declustered mean grade subdivided by estimation
domain.
As a check on UC results the Discrete Gaussian change of support for blocks equivalent to the SMU size
(five metre ten metre five metre) was carried out. In addition, a small scale conditional simulation was
generated for the northern domain. This simulation was up scaled to match the UC SMU estimate and a ‘chain
of mining’ method, with added error to replicate information effect, was used to select and report the model.
The conditional simulation results reproduced the UC estimate to within 2% in terms of tonnage, grade
and metal.
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Metallurgy
The Santa Rita deposit contains nickel sulphide as well as lesser amounts of nickel oxides. A comprehensive
testwork program has been undertaken on the nickel sulphides to determine the mineralogical, comminution
and metallurgical properties of the various mineralised zones within the deposit.
The key results of the metallurgical testwork program are as follows:
• the Santa Rita deposit can be categorized into two major mineralogical types; peridotite, which
represents approximately 65% of the deposit and has approximately 20% of the nickel associated with
silicates and hence has a maximum recovery of approximately 70%; and pyroxenite, which represents the
remainder of the deposit and has an increased component of nickel sulphide and as a consequence, an
improved nickel recovery of between 75% and 80%;
• the samples are in the medium range in terms of competency for crushing and grinding. The
comminution results also indicated that SAG milling would be appropriate for these samples;
• a nickel concentrate grade of 13% to 14% can be achieved via conventional flotation at a recovery of
between 66% and 68%;
• there is potential for improvements in both nickel grade and nickel recovery. This would most likely be
achieved through further optimisation of the flotation parameters and concentrate regrind options. It
should be noted that the overall nickel recovery will remain limited to a large extent by the percentage of
nickel associated with sulphides in the deposit;
• the settling properties of the flotation tail are acceptable in terms of flocculent consumption, thickener
capacity, underflow density and overflow liquor clarity; and
• additional testwork is to be completed on samples of the flotation concentrate. The lack of completed
testwork in this area would be considered to be a low risk.
Mining Operations
Mining Methods
The current mining plan is based on exploiting the Santa Rita disseminated nickel sulphide deposit by
conventional open pit mining techniques using backhoe excavators and off-road dump truck equipment. These
mining methods are common in Brazil. Included in these operations will be normal drilling, blasting, loading,
hauling activities, as well as the supporting functions of dewatering, grade control and equipment maintenance.
Appropriate personnel training and development of the workforce will be undertaken to ensure that all
operators and supervisors have the necessary skills base and experience to carry out the various mining activities
in a safe, efficient and effective manner.
Process Plant Design
The proposed process plant to treat the Santa Rita deposit consists of primary crushing, conventional SAG
and ball milling, followed by a flotation circuit. It is proposed that material be delivered to a primary crusher by
a front end loader and/or 100 tonne dump trucks. The primary crusher would reduce the ROM feed to P 80 size
of 120mm. This material will then be conveyed to a coarse ‘ore’ stockpile where it could be fed at a steady rate to
the milling circuit.
A comprehensive study has been undertaken in respect of the milling circuit, which would have a 8 MW
SAG mill in open circuit with a 5.8 MW ball mill to produce a rougher feed at a P 80 grind size of 125m. The
capacity and configuration of the comminution circuit is considered acceptable by RSG Global, particularly with
the provision to include a pebble crusher and a regrind mill if necessary later in the project.
The comminution properties of potential mining dilution was not tested, however the geological assessment
indicated that there is unlikely to be any material difference in the competency of the mineralised zones as
opposed to the waste zones.
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The flotation circuit design is based on the metallurgical testwork that was completed and includes a
conventional rougher/cleaner arrangement. RSG Global has concluded that based on the high quality of the
flotation testwork, there would be a high degree of confidence in the established design parameters and as such
if normal engineering practices are followed, this section of the plant would be capable of achieving the results
observed in the testwork.
The plant design allows for the retro fitting of both a pebble crushing circuit and a regrind circuit if
necessary. In addition, the target plant availability is 91.3% after allowing for interruptions from the state grid
power supply. A water balance was completed by Golders Associates and confirms that there are adequate water
resources available for the proposed 4 million tonnes per annum throughput.
Tailings Storage Facility
The design of the tailings storage facility was completed by independent consultant Golder Associates
Pty Ltd. to a pre-feasibility study. The design concept includes waste rock embankments, a fully HDPE lined
facility, a fixed decant structure, a tailings underdrainage system and a liner underdrainage system.
Capital Cost Estimates
GRD Minproc Limited completed capital cost engineering estimates for the Santa Rita Project with an
accuracy of 30% for a four million tonnes per annum nickel concentrator appropriate for the Santa Rita
resource with the inclusion of an ‘accuracy provision’ of +10% on all cost estimates as a replacement for
contingencies.
The capital cost estimate including processing plant, infrastructure, port facilities, EPCM, commissioning,
first fills and spare parts of US$223 million is considered by RSG Global to be reasonable and is based on
detailed equipment lists and take off quantities with real pricing for major equipment.
A summary of the capital cost estimate with an accuracy of 30% is set out below:
Capital Cost Estimate (30%)
US$
Primary Crushing 22,201,683
Grinding Circuit 38,950,280
Flotation Circuit 11,606,491
Concentrate Thickening & Filtration 3,599,750
Tailings Thickening & Storage 15,583,551
Reagents & Services 23,960,157
Electrical & Instrumentation 40,761,710
Laboratory 2,244,429
Port Facilities 7,915,325
Admin, Access, Workshops, etc. 12,099,058
Mining, Buildings & Workshops 4,779,500
Construction Services 5,282,515
Spares & First Fills 3,132,360
Commissioning 5,302,000
EPCM 25,300,000
Total 222,718,809
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Operating Costs
GRD Minproc estimated an operating cost for the processing plant at a throughput of four million tonnes
per annum of US$6.77 per tonne of ore. A summary of the operating cost estimate is set out below:
Area
Operating Cost Estimate
US$ per tonne
Labour $0.60
Power $2.24
Reagents & Consumables $1.87
Maintenance $1.58
Administration $0.17
Miscellaneous $0.31
Total $6.77
Although the overall estimate is considered achievable, there are individual areas within the estimate that
may be underestimated or overestimated, however this does not affect the reasonableness of the overall
operating cost estimate.
Concentrate Transport Costs
There are a myriad of options in terms of concentrate transport however, the likely scenarios are the use of
road transport to a domestic smelter or road transport to the port of Ilheus and sea freight to an international
smelter.
The road transport costs equate to approximately US$0.095 per tonne per kilometre of concentrate based
on quotations, whilst the ship loading costs are estimated at approximately US$7 per tonne of concentrate. The
sea freight costs vary depending on the destination port.
The capital cost of US$7.95 million for storage and ship loading facilities at the Ilheus has been included in
the overall capital cost engineering estimate described above. It should be noted that if the nickel concentrate
was smelted domestically, this component of the capital cost would not be required.
Total Cost
Road Ship Sea Total Cost per per Tonne of
Capital Transport Loading Freight Tonne of Plant Ore
Smelter Transport Cost Cost Cost Cost Concentrate Feed***
Location Option (US$ M) (US $/t) (US $/t) (US $/t) (US $/t) (US $/t)
Brazil Road $0M* $58/t — — $58/t $2.03/t
Canada Road/Sea $7.9M $13/t $7/t $40/t $60/t $2.10/t
Finland Road/Sea $7.9M $13/t $7/t $64/t $84/t $2.94/t
China Road/Sea $7.9M $13/t $7/t $92/t $112/t $3.92/t
* The road transport costs rely on the ability to backload concentrate on flat bed trucks, which may require minor capital to facilitate
unloading.
** Assumes 140k Tpa of concentrate and 4Mtpa of plant ore feed.
Mining Costs
Independent consultant NCL Brazil Ltda. prepared an operating cost estimate based on typical open pit
mining conditions in Brazil. The estimate of total mining costs including a capital expenditure on mining fleet of
US$64 million (consisting of an initial capital investment pf $20 million and subsequent sustaining capital of
US$44 million) is calculated to be US$1.10/tonne of material mined.
Pit Optimization
A scoping level pit optimisation study was completed for the Santa Rita resource by independent
consultant, Roselt Croeser Pty Ltd.
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Whittle Four-X pit optimisation software was applied in conjunction with Datamine for the mining model
preparation and actual optimisation runs. In the development of the Whittle Four-X model, incremental parcels
of potential mill feed tonnage and metal content in each block were separated into grade ranges.
Mining recovery was set at 95% to allow for ore loss as a result of blasting, edge effects of cutbacks and
wedges of potential mill feed left as a function of bench face advancement with pit depth.
The pit optimisation was based on both indicated and inferred resource material. Pit 33 was selected as the
preferred shell after considering the highest value pit based on the worst case scenario, the highest value pit
based on the average of the worst case and the best case and the incremental values between these pit shells.
A summary of the pit optimization results for selected Pit Shell 33 using a throughput of four million tonnes
per annum.
Pit Optimisation Results — based on a Ni price of $4.75/lb
Strip Ratio
Pit
Potential Mill Feed Processed (includes 5% ore loss)
t waste / t potential
Shell
mill feed
# Mt Ni %
33 Indicated 49.5 0.61 5.9
33 Inferred 6.2 0.55 5.9
Exploration and Development
Fazenda Mirabela Intrusion
While the geology of Fazenda Mirabela Intrusion is relatively well established on the eastern side of the
dunite within the Santa Rita mineralized zone, the western side of the dunite and the large expanse of
gabbronorite are poorly understood. Mirabela has developed three distinct target models which are briefly
described below:
1. Only one diamond drill hole has investigated the western side of the dunite. This hole commences in
meta-gabbronorite country rock before progressively intersecting gabbronorite and bronzitite
down-hole. The hole is interpreted to have been drilled both down-dip and down-lithostratigraphic
section, which is locally overturned, hence it is possible that the prospective base of the bronzitite and
the peridotite zone remain untested. Four drill holes have been planned to test this target.
2. Three drillholes located at the northern end of the Santa Rita deposit intercepted a 1 metre wide
zone of massive and stringer nickel sulphides within the meta-gabbronorite country rock, underneath
the Fazenda Mirabel Intrusion gabbronorite. This is the first evidence of nickel and copper sulphides
occurring outside the host intrusion, raising the possibility that this zone may possibly represent a
feeder conduit or remobilised sulphides.
3. Four percussion drill holes were drilled 1.5 kilometres north-east of the Santa Rita sulphide horizon to
test the contact between the gabbronorite and the gneissic basement. They revealed the contact zone to
be sulphite-bearing but low Ni grades were only encountered in holes MBRC-062 (26 metres at 0.34%
Ni, 0.10% Cu from 18m-44m down-hole) and MBRC-063 (11 metres at 0.36% Ni, 0.11% Cu from
151m-162m down-hole). Subsequent soil sampling 0.8 kilometres further east along this contact
revealed a highly anomalous soil response (1% Ni, 0.3% Cu, 0.3% Cr, and 12% Fe) which was followed
up by drill holes MBRC-070 (20 metres at 0.62% Ni, 0.14% Cu from surface) and MBRC-071
(four metres at 0.78% Ni, 0.13% Cu from 17 metres to 21 metres down-hole, and seven metres at
0.40% Ni, 0.12% Cu from 26 metre down-hole). The area of the soil anomaly and the follow-up
RC drillholes (MBRC-070 and MBRC-071) has been named the Peri Peri prospect. Diamond drilling is
currently in progress to assess the significance of these intersections which are hosted both as
disseminated nickel sulphides within blind pyroxenite unit, and as a narrow zone of massive and
stringer nickel sulphides within gneiss country rock.
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Fazenda Palestina Intrusion
The Fazenda Palestina mafic-ultramafic intrusion is located 25 kilometres to the south-south-west of
Mirabela and 12 kilometres east of the town of Dário Meira, adjacent to highway BR030.
The intrusion measures approximately five kilometres east-west by three kilometres north-south and, in
common with the Fazenda Mirabela Intrusion, is intrusive into granulite facies country rocks comprising
migmatitic enderbitic gneisses, meta-norites, metamorphosed oxide-silicate facies banded iron formation,
marbles and calcsilicates. The two dominant lithologies within the intrusion are gabbronorites and
orthopyroxenites, the latter intercalated within the former. The gabbronorites are composed of cumulate
plagioclase, augite and bronzite, and are locally leucocratic, while the pyroxenites include adcumulate
bronzitites, plagioclase bronzitites and lesser websterites. These show medium to fine-grained, rhythmic
banding, but may also be pegmatic, with bronzite crystals noted up to 10 centimetres long. The pyroxenites
occupy 21% of the area of the intrusion, while the gabbronorites occupy the remaining 79%. Olivine-bearing
lithologies, similar to those hosting the majority of disseminated sulphide mineralization at Fazenda Mirabela,
have not yet been identified at Palestina.
Exploration to date comprised geological mapping, rock and soil sampling, and airborne and ground
geophysics, however no drilling has been completed. Geochemical results to date indicate that the pyroxenites
are anomalous in nickel, copper and PGE. Mirabela has now completed both IP and EM ground surveys and
stratigraphic drilling is planned to commence in the first quarter of 2007.
MIRABELA’S OTHER PROJECTS
Overview
The Company has an active project generation program. Having gained expertise in the previously
unrecognized viability of deposits such as the Santa Rita deposit, the Company has focused its exploration
activities in the São Francisco craton of north-eastern Brazil which hosts the Santa Rita resource.
As a result, the Company has a portfolio of other nickel and base metal projects in Brazil, consisting of the
Serra Azul, São Francisco, Ponto Novo and the Araguaçema projects. Particulars of each of these projects are
described below.
The Company’s Interests in Other Projects
Mirabela’s rights to explore, develop and mine the São Francisco, Ponto Novo and Araguaçema are derived
from exploration licences and applications for exploration licences that are 100% held and owned by Mirabela
Brazil. Mirabela’s interest in the Serra Azul Project is derived from an exploration licence No. 871.368/89
(the ‘‘Serra Azul Deposit Mineral Right’’) held by CBPM pursuant to the terms of the Mining Agreement, and
in respect of which a final exploration report has been submitted to, and approved by, the DNPM, entitling
Mirabela Brazil to apply for a mining concession in respect of the area covered by the Serra Azul Deposit
Mineral Right. See ‘‘General Business of the Company — The Company’s Interests in the Santa Rita Project’’.
As is the case with Santa Rita Deposit Mineral Right discussed above, the Company has the exclusive right
to apply for a mining concession in respect of the Serra Azul Mineral Right. If the Company does not apply for
such a mining concession within a one year period, the Serra Azul Mineral Right will lapse. This one year period
expires on December 4, 2007.
Serra Azul
Management believes that Serra Azul is currently the only saprolite deposit in Brazil suitable for export to
ferronickel smelters and one of the few available worldwide.
The Serra Azul project area is adjacent to the Santa Rita Project area. Until November 2004, when the
Company commenced drilling and nickel sulphides were first intersected at Santa Rita in the northern zone, it
was the Company’s plan to bring the Serra Azul project into production to finance the development of the Santa
Rita Project and the Company’s nickel and base metal exploration programs. Management since decided to
39

defer the development of the Serra Azul project until after the commencement of mining operations at
Santa Rita.
Ferronickel smelters require saprolite ore, a type of nickel laterite. Electric arc furnaces have been used for
ferronickel production from saprolite ore since the 1950s. The production process starts with drying and
reducing the ore in the presence of carbon (coal or oil). It is then added to a furnace at around 1600C. Electric
arcs are run through the melt to reduce metal oxides to metal. The resulting iron-silica slag is skimmed off to
leave ferronickel.
The ferronickel produced by these smelters comprises between 20% and 40% nickel with the balance being
mostly iron. Ferronickel can be added directly to the stainless steel production line without further processing.
As a result, stainless steel producers generally pay 100% of the contained nickel metal value at LME prices,
depending upon ferronickel grade and quality.
The grade of the feed ore varies from 0.8% nickel to 2.6% nickel. Energy is the most significant cost to
ferronickel smelters. High grade nickel ore greatly reduces the cost per pound of nickel produced. There are a
limited number of known high-grade saprolite ore bodies that are available for export.
In order to develop a mining operation that ships saprolite ore directly from the Serra Azul project to
ferronickel smelters, the Company must enter into an off-take agreement with a ferronickel smelter and
following completion of an off-take agreement, arrange mining, trucking and port handling.
São Francisco
São Francisco is an established nickel/copper exploration project. Management believes that the São
Francisco project has the potential for large tonnage, disseminated mineralization.
The São Francisco project area is located approximately 400 kilometres to the north of the Santa Rita
Project site, approximately 15 kilometres from the neighbouring towns of Piranhas and Caninde de São
Francisco, approximately 150 kilometres from the coast and approximately 20 kilometres from the Xingo
hydroelectrical station.
The São Francisco project comprises 50 kilometres of prospective strike length with known nickel sulphide
occurrences from previous drilling. There are over five known nickel sulphide prospects on the São Francisco
project site.
Previous exploration of the São Francisco project was directed towards the discovery of high grade massive
sulphides at depth. While this remains a target, management believes there is an opportunity to leverage the
recent recognition of the economic potential of medium-tonnage, lower grade, disseminated, open-cut nickel
sulphide projects such as Santa Rita and test near the surface mineralization for open-cut potential.
A VTEM airborne geophysical survey was recently flown over the São Francisco project pursuant to the
Evaluation Agreement with Inco Brazil to identify large massive, nickel sulphide deposits containing over
100,000 tonnes of nickel in high grade (+2%) nickel mineralization. The VTEM airborne geophysical survey
identified a number of anomalies. As a result, this survey did not provide clear drilling targets for such
mineralization.
The Company intends to complete an IP ground geophysics survey of São Francisco to confirm the
anomalies identified by the VTEM survey, particularly in the vicinity of drill hole PR 05 that contained six
metres grading 0.62% nickel in disseminated nickel sulphides. Re-interpretation of the existing drill holes and
geophysics suggest that this mineralization might be dipping towards the south-west, not north-east as previously
assumed for drill hole planning.
Ponto Novo
The Ponto Novo nickel sulphide and laterite exploration project is located approximately 220 kilometres
north-west of Salvador and about 30 kilometres from a railway terminal on the Centro Atlantico railway line to
the mineral processing port of Aratu, near Salvador.
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The Ponto Novo project area consists of a four kilometre by one kilometre ridge of serpentinite that
management believes could represent similar geology to the Santa Rita mafic-ultramafic intrusion. The ridge is
surrounded by alluvial sands at surface. The regional geological context of Ponto Novo is consistent with that
found at the Santa Rita deposit and as such management believes it may represent an extension of the same
structural margin environment.
Exploration of the Ponto Novo project area to date however has been hampered by the lateritic cap rock
over the intrusion that conceals the underlying geology and complicates geochemical sampling. The Company
intends to undertake an IP geophysics program to assess the potential for Santa Rita type mineralization and a
possible nickel laterite resource, assess the extent of alluvial cover in the area and identify undercover geology.
Araguacema
The Araguaçema copper project area is located close to the Araguaia River, 200 kilometres north-west of
Palmas, the capital of Tocantins state. The Company acquired its interest in the Araguacema property because
previous explorers identified a copper sulphide intersection of six metres at a grading of 1.26% copper and a
copper oxide intersection of 20 metres at a grading of 0.71% copper in a trench, hosted by basalt and iron-rich
exhalative rocks. Such a geological environment is generally considered prospective for volcanogenic massive
sulphide deposits, which can host copper, lead and zinc mineralizations.
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
FOR CANADIAN SHAREHOLDERS OF MIRABELA
The following is a general summary of the principal Canadian federal income tax considerations generally
applicable to purchasers of Shares who, for purposes of the Income Tax Act (Canada) (the ‘‘Tax Act’’) and for
purposes of the Australia-Canada Income Tax Convention, at all relevant times, is or is deemed to be resident in
Canada, will hold the Shares issued under this prospectus as capital property and deals at arm’s length with and
is not affiliated with Mirabela (a ‘‘Holder’’). Generally, the Shares will be considered to be capital property to a
Holder provided that the Holder does not hold the Shares in the course of carrying on a business of buying and
selling securities and has not acquired the Shares as an adventure in the nature of trade. Under the Tax Act,
shares, including the Shares, acquired by certain ‘‘financial institutions’’ (as defined in subsection 142.2(1) of the
Tax Act) will generally not be held as capital property by such holders and will be subject to special
‘‘mark-to-market’’ rules contained in the Tax Act. This summary does not take into account these special rules,
and prospective purchasers to which these special rules may be relevant should consult their own tax advisors.
This summary does not apply where the Company would be a ‘‘foreign affiliate’’ of the prospective purchaser for
purposes of the Tax Act. This summary does not apply to a prospective purchaser of an interest which would be a
‘‘tax shelter investment’’ as defined in the Tax Act. Such prospective purchasers should consult their own
tax advisors.
This summary is of general nature only and is not intended to be, nor should it be construed to be, legal or
tax advice to any particular investor. This summary is not exhaustive of all Canadian federal income tax
considerations. There may also be tax implementations for investors under the laws of Australia or the laws of
any other jurisdiction in which the investor resides or to which the investor is subject, which are not addressed by
this summary. Accordingly, prospective purchasers are urged to consult their own tax advisors with respect to
their particular circumstances.
This summary is based on the current provisions of the Tax Act, the regulations thereunder, all specific
proposals to amend the Tax Act and the regulations publicly announced by or on behalf of the Minister of
Finance (Canada) prior to the date hereof (the ‘‘Proposals’’) and the current administrative policies and
assessing practices of the Canada Revenue Agency (the ‘‘CRA’’) publicly available prior to the date hereof. No
assurance can be given that the Proposals will be enacted in their current form or at all. This summary does not
otherwise take into account any changes in law or in the administrative policies or assessing practices of the
CRA, whether by legislative, governmental or judicial decision or action, nor does it take into account or
consider any provincial, territorial or foreign income tax considerations. The provisions of provincial income tax
legislation vary from province to province in Canada and in some cases differ from federal income tax
legislation.
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For the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Shares
(including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars.
Amounts denominated in Australian or United States dollars must be converted into Canadian dollars based on
the exchange rate generally prevailing at the time such amounts arise.
Dividends on Shares
Any dividends received or deemed to be received on the Shares by an individual will be included in the
individual’s income and will not be subject to the gross-up and dividend tax credit rules in the Tax Act normally
applicable to taxable dividends received from taxable Canadian corporations.
Dividends received or deemed to be received on the Shares by a corporation will be included in computing
the corporation’s income and generally will not be deductible in computing the corporation’s taxable income.
A Holder that is a ‘‘Canadian-controlled private corporation’’ (as defined in the Tax Act) may be liable to
pay an additional refundable tax of 6 2 ⁄3% in respect of dividends received or deemed to be received on
the Shares.
Australian non-resident withholding tax or other Australian income tax payable by a Holder in respect of
dividends received on the Shares may be eligible for a foreign tax credit or deduction under the Tax Act to the
extent and under the circumstances prescribed in the Tax Act.
Dispositions of Shares
A Holder who disposes of or is deemed to dispose of the Shares (including on a purchase of Shares for
cancellation by Mirabela) will generally realize a capital gain (or sustain a capital loss) to the extent that the
Holder’s proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the
adjusted cost base of such Shares to the Holder immediately before the disposition. One-half of any capital gain
(the ‘‘taxable capital gain’’) realized by a Holder will be included in the Holder’s income for the year of
disposition. One-half of any capital loss realized (the ‘‘allowable capital loss’’) generally must be deducted by the
Holder against taxable capital gains realized by the Holder for the year of disposition. Any excess of allowable
capital losses over taxable capital gains for the year of disposition generally may be carried back up to three
taxation years or forward indefinitely and deducted against net taxable capital gains in those other years to the
extent and in the circumstances prescribed in the Tax Act.
Australian tax, if any, levied on any gain realized on the disposition of the Shares may be eligible for a
foreign tax credit or deduction under the Tax Act to the extent and under the circumstances prescribed under
the Tax Act.
Capital gains realized by a Holder that is an individual or trust, other than certain specified trusts, may give
rise to alternative minimum tax under the Tax Act.
Corporations that are ‘‘Canadian-controlled private corporations’’, as defined in the Tax Act, may be subject
to an additional refundable 6 2 ⁄3% tax on their ‘‘aggregate investment income’’ (which is defined in the Tax Act to
include an amount in respect of taxable capital gains).
Proposals Regarding Foreign Investment Entities
On November 9, 2006, the Minister of Finance (Canada) released draft legislation to amend the Tax Act,
including revised proposed amendments to the Tax Act generally applicable for taxation years commencing after
2007, regarding the taxation of certain interests in non-resident entities that are ‘‘foreign investment entities’’
(the ‘‘FIE Proposals’’) A corporation is not a foreign investment entity if the ‘‘carrying value’’ of all of its
‘‘investment property’’ is not greater than one-half of the ‘‘carrying value’’ of all its property or if, throughout the
taxation year, its principal undertaking is not an ‘‘investment business’’ within the meaning of those terms in the
FIE Proposals.
Based on its current and planned activities, Mirabela believes that it currently is not a ‘‘foreign investment
entity’’ under the FIE Proposals. In the event that the FIE Proposals are enacted as proposed and do apply to
the Shares, a Holder may be required to include in income for each taxation year an amount of income or gains
42

elating to the Shares computed in accordance with the FIE Proposals, regardless of whether or not the Holder
actually received any income from, or realizes any gains relating to, the Shares.
The determination of whether or not Mirabela is a foreign investment entity must be made on an annual
basis at the end of each taxation year of Mirabela, and no assurances can be given that Mirabela will not be a
foreign investment entity at the end of any of its taxation years.
In any event, the FIE Proposals will not apply in a taxation year of a Holder if, at the end of the taxation
year of Mirabela that ends in such year, the Shares are an ‘‘exempt interest’’ to the Holder. Generally, the Shares
will constitute an exempt interest to a Holder at a particular time if:
(i) it is reasonable to conclude that the Holder has, at that time, no ‘‘tax avoidance motive’’ (within the
meaning of the FIE Proposals) in respect of the Shares;
(ii) throughout the period of Mirabela’s taxation year that includes that time, during which the Holder held
the Shares, either (i) Mirabela is governed by and exists under the laws of Australia, and Mirabela is a
resident of Australia for purposes of the Australia-Canada Income Tax Convention, or (ii) Mirabela is a
resident of Australia for purposes of the Tax Act and the Shares are listed on a prescribed stock
exchange (which includes the TSX and ASX); and
(iii) throughout such period, the Shares are an ‘‘arm’s length interest’’ of the Holder within the meaning of
the FIE Proposals.
The determination of whether a Holder will have a tax avoidance motive in respect of the Shares within the
meaning of the FIE Proposals will depend upon the particular circumstances of the Holder. Holders should
consult their own tax advisors regarding the determination of whether they have such a tax avoidance motive.
The Shares will qualify as an arm’s length interest at any time in respect of a Holder for purposes of the FIE
Proposals provided (i) it is reasonable to conclude that there are at least 150 persons each of which holds at that
time Shares having a total fair market value of at least $500, (ii) it is reasonable to conclude that the Shares can
normally be acquired and sold by members of the public in the open market, and (iii) the aggregate fair market
value at that time of the Shares that are held by the Holder, or an entity or individual with whom the Holder
does not deal at arm’s length for purposes of the Tax Act, does not exceed 10% of the aggregate fair market
value of all the shares of Mirabela at that time. The determination of whether or not the Shares constitute an
exempt interest to a Holder must be made on an annual basis at the end of the taxation year of Mirabela and no
assurances can be given that the Shares will qualify as an arm’s length interest upon the closing of the Offering
or at any time in the future.
The FIE Proposals are complex and have been subject to extensive commentary and amendment. No
assurances can be given that the new rules will be enacted in the form proposed. Holders should consult their
own tax advisors regarding the application of the new rules in their particular circumstances.
Foreign Property Information Reporting
In general, a ‘‘specified Canadian entity’’, as defined in the Tax Act, for a taxation year or fiscal period
whose total cost amount of ‘‘specified foreign property’’, as defined in the Tax Act, at any time in the taxation
year or fiscal period exceeds C$100,000, is required to file an information return for the taxation year or fiscal
period disclosing prescribed information, including the cost amount and any income in the year, in respect of
such property. With some exceptions, a taxpayer resident in Canada in the year, other than a corporation or trust
exempt from tax under Part I of the Tax Act, will be a specified Canadian entity. The Shares will be specified
foreign property to a Holder. The reporting rules in the Tax Act are complex and this summary does not purport
to explain all circumstances in which reporting may be required by any investor. Accordingly, Holders should
consult their own tax advisors regarding compliance with these rules.
43

CANADIAN AND AUSTRALIAN ONGOING REPORTING REQUIREMENTS
Mirabela is a reporting issuer in Canada and must prepare financial statements and other continuous
disclosure documents in accordance with Canadian laws. Mirabela is also required to comply with all relevant
Australian laws and regulations, including the ASX listing rules.
The ASX listing rules regulate various matters, including continuous and periodic disclosure obligations,
new issues of securities, share buy-backs, related party transactions and significant changes to the nature or scale
of a corporation’s activities. These rules are similar but not identical to the listing rules of the TSX. A summary
of some of the requirements imposed on corporations listed on the ASX is set out below.
New Issuances of Securities
Subject to certain exceptions, the ASX listing rules restrict a corporation from issuing or agreeing to issue
equity securities in any 12 month period which would amount to more than 15% of the corporation’s total issued
and outstanding shares. Exceptions to this restriction include (but are not limited to) issuances made with
shareholder approval, pro rata issuances, issuances on conversion of convertible securities (where the convertible
securities were issued prior to listing or in compliance with the ASX listing rules), issuances under certain
takeover bids and issuances under certain employee share schemes and dividend reinvestment plans.
Transactions with Related Parties
A corporation listed on the ASX may not issue or agree to issue any securities to a related party (including
an entity that controls the corporation, the corporation’s directors and entities controlled by directors) without
shareholder approval.
Shareholder approval is also required if a listed corporation proposes to acquire a substantial asset from, or
dispose of a substantial asset to, a related party, which for this purpose includes any person who (together with
their associates) holds or held within the preceding six months 10% or more of the shares in the corporation. In
broad terms, an asset is a substantial asset if it is valued at 5% or more of the total equity interests of the
corporation as last reported to the ASX.
Significant Transactions
A corporation listed on the ASX may be required to obtain shareholder approval (by a simple majority) to
any proposal involving a significant change in the nature or scale of its activities, or which entails the disposal of
its main undertaking.
Corporate Governance
Both the TSX and the ASX follow corporate governance standards based on principles rather than rules. In
the Canadian approach, corporations are required to disclose the extent to which they comply with established
disclosure standards with a public explanation of any discrepancies. In addition, Canadian securities regulatory
authorities have developed voluntary corporate governance guidelines to provide guidance to issuers. The ASX
has a similar regime which requires corporations to provide a statement in their annual report disclosing the
extent to which they have followed the best practice recommendations in the reporting period. Where
corporations have not followed all the recommendations, they must identify the recommendations that have not
been followed and give reasons for not following them.
TRADING ON THE TORONTO STOCK EXCHANGE AND AUSTRALIAN SECURITIES EXCHANGE
Mirabela currently has 88,450,000 ordinary shares issued and outstanding, all of which are traded on the
TSX and the ASX under the symbol ‘‘MNB’’ and ‘‘MBN’’, respectively. Upon completion of the Offering,
Mirabela expects to have 118,450,000 ordinary shares issued and outstanding (122,950,000 if the Over-Allotment
Option is exercised in full).
Those Shares subscribed for under this prospectus will be registered on, and held by investors through, the
Canadian sub-register and will be traded on the TSX. Holders of ordinary shares on the Australian register who
44

wish to change registers and trade their shares on the TSX will be able to contact Mirabela’s Australian registrar
and request their holding be transferred to the Canadian sub-register. Similarly, holders of ordinary shares on
the Canadian sub-register who wish to trade their shares on the ASX may contact Mirabela’s Canadian registrar
and request that their holdings be transferred to the Australian register. Shareholders holding shares indirectly
through brokers or nominees may need to take additional steps to transfer shares between the registers.
USE OF PROCEEDS
The gross proceeds received by Mirabela from the Offering will be C$159,000,000, or C$182,850,000 if the
Over-Allotment is fully exercised. The net proceeds of the Offering after, deducting the Agents’ Fee and
expenses of the Offering (estimated to be C$1,400,000), will be approximately C$149,650,000, or C$172,307,500
if the Over-Allotment is fully exercised.
The working capital of Mirabela as at April 20, 2007 was approximately C$18.7 million. The Technical
Report recommends that Mirabela complete the BFS and continue its existing drilling and exploration
programs. Consistent with this, Mirabela intends to use its available funds to complete the BFS (C$4.8 million),
to make installments, as and when due, under the Land Purchase Agreements pursuant to which Mirabela has
an option to purchase the land comprising the Santa Rita Project area (C$5.7 million assuming such options are
exercised), finance its existing drilling and exploration program at the Santa Rita, Peri Peri and Palestina
projects (C$1.5 million) and the balance for general corporate purposes and working capital including the
capital costs of the Santa Rita Project.
Management believes that the Santa Rita Project is sufficiently advanced to warrant undertaking the
Offering to raise funds for the capital costs of the Santa Rita Project in advance of the completion of the BFS.
Assuming the outcome of the BFS is positive the net proceeds of the Offering will be used to finance a portion
of the capital costs of the Santa Rita Project, estimated to be US$223 million. Mr. Nick Poll, who is the
Managing Director of Mirabela and a qualified person within the meaning of National Instrument 43-101 has
been involved in the preparation of Mirabela’s work plan and the related allocation of its working capital and
proceeds of the Offering and believes them to be reasonable.
Management expects the BFS to be completed in May 2007. There can be no assurance that the outcome of
the BFS will be positive. Mirabela has no definitive plans for the net proceeds of the Offering if the outcome of
the BFS is such that management determines, for any reason, not to proceed with the Santa Rita Project. In such
event, any expenditure of the net proceeds shall be at the discretion of management of Mirabela, and there can
be no assurance as of the date of this prospectus as to how such funds will be expended.
Mirabela intends to hold the net proceeds of the Offering in term deposits at major Canadian and/or
Australian banks pending their expenditure.
The estimated capital costs of the Santa Rita Project are US$223 million. Accordingly, if the outcome of the
BFS is positive, Mirabela intends to raise the balance of the funds required to finance the capital costs of the
Santa Rita Project through debt and/or equity financing. There can be no assurance that such additional
financing will be available at all or on terms acceptable to the Company.
Mirabela intends to spend the funds available to it as stated in this prospectus. However, there may be
circumstances where, for sound business reasons, a reallocation of funds may be necessary. See ‘‘Risk Factors’’.
DIVIDEND RECORD AND POLICY
Mirabela has not, since the date of its incorporation, declared or paid any dividends on its shares, and does
not currently have a policy with respect to the payment of dividends. For the foreseeable future, Mirabela
anticipates that it will retain future earnings and other cash resources for the operation and development of its
business. The payment of dividends in the future will depend on the earnings, if any, and the financial condition
of the Company and such other factors as the directors of Mirabela consider appropriate.
45

SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table presents selected financial information of Mirabela as at the date and for the periods
indicated. The information set forth below is derived from the financial statements of the Company and the
related notes, and should be read in conjunction with the financial statements of Mirabela and related notes
included elsewhere in this prospectus. All financial information presented herein is prepared in accordance with
to IFRS. Mirabela has not, and is not required to provide a reconciliation of its financial statements to Canadian
generally accepted accounting principles.
(thousands of A$, except per share amounts,
rounded to the nearest hundredth)
Financial year Six months ended
ended June 30, Dec. 31,
2006 2005 (1) 2006 2005
(Audited)
(Unaudited)
Net Income (loss) ........................................... $ (926) $ (621) $ (714) $ (328)
Basic loss per share (cents per share) .............................. $ (0.02) $(0.02) $ (0.01) $(0.01)
Diluted loss per share (cents per share) ............................. $ (0.02) $(0.02) $ (0.01) $(0.01)
Cash and cash equivalents ...................................... $6,428 $1,763 $28,708 $ 767
Total assets ................................................ $20,976 $6,524 $55,389 $8,596
Total long-term financial liabilities ................................ Nil Nil Nil Nil
Cash dividends declared per share ................................ Nil Nil Nil Nil
Notes:
(1) For the sixteen month period commencing on incorporation (March 4, 2004) and ending on June 30, 2005.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations
(‘‘MD&A’’) should be read in conjunction with the financial statements of Mirabela and the related notes
thereto included in this prospectus (the ‘‘Financial Statements’’). This discussion is current at the date of this
prospectus. The Financial Statements (and the financial information contained in the related MD&A) were
prepared in accordance with IFRS rather than Canadian generally accepted accounting principles. From
December 31, 2005, Australian financial statements are required under the Australian Corporations Act 2001
(Cth) to be prepared in accordance with Australian equivalents to IFRS.
The following discussion contains forward-looking statements that involve numerous risks and
uncertainties. Actual results of the Company could differ materially from those discussed in such forwardlooking
statements as a result of these risks and uncertainties, including those set forth in this prospectus under
‘‘Forward-Looking Statements’’ and under ‘‘Risk Factors’’.
Overview
Mirabela is in the exploration and evaluation stage of development and has not yet commenced mining
operations on any of its properties. Accordingly, the Company does not currently have any mining revenues.
Until the successful completion of the proposed development of the Santa Rita Project, the Company is not
expected to have any mining revenues.
Mirabela currently has no long term debt obligations.
As at March 23, 2007, Mirabela had 88,450,000 ordinary shares issued and outstanding and 4,850,000
unlisted options exercisable for an equivalent number of shares, subject to various strike prices, exercise dates
and performance objectives. In addition, on February 27, 2007, Mirabela’s board of directors authorized the
grant of 1,800,000 options. However, pursuant to the ASX listing rules and the Corporations Act 2001 (Cth), the
grant of these options is subject to shareholder approval. As at April 20, 2007 Mirabela’s market capitalization
(based on its trading price on the ASX) is approximately A$526 million (approximately A$553 million calculated
on a fully diluted basis including in-the-money options less related option exercise amounts and not including
this Offering).
46

Selected Annual Financial Information
For a summary of the Company’s annual results for each of the Company’s two most recently completed
financial years, see ‘‘Selected Consolidated Financial Information’’.
Six Months Ended December 31, 2006 Compared to Six Months Ended December 31, 2005
Financial Position and Results of Operations
In the six month period ended December 31, 2006, Mirabela continued to focus on developing the Santa
Rita Project and completing the BFS. Activities during the six months ending December 31, 2006 included
drilling to upgrade and extend the Santa Rita resource, exploration of the Peri Peri project area two kilometres
to the north-east of the Santa Rita Project, conformation of the Palestina project area (25 kilometres to the
south of the Santa Rita Project) and various studies into the operational aspects of the proposed mill as part of
the BFS.
In the six month period ended December 31, 2006, the Company also signed a memorandum of
understanding with the Bahia State government in respect of the fiscal benefit package for the development of
the Santa Rita Project and concluded agreements for the purchase of four farms totalling 1,724 hectares,
comprising all the land management believes to be required for the Santa Rita Project.
Also, in December, 2006, the Company’s environmental impact assessment report was approved by the
environmental authorities and the Company was issued a Licença de Localização, the preliminary environmental
licence.
The Company’s principal source of income during the six month period ended December 31, 2006 was from
interest on bank deposits which amounted to A$297,061 compared to A$161,918 for the fiscal year ended
June 30, 2006 and A$18,954 for the six month period ended December 31, 2005. This increase in income reflects
the higher level of average cash balances invested in interest-bearing short term deposits and an increase in the
deposit rate obtainable on invested cash.
The consolidated net loss for the six months ended December 31, 2006 amounted to A$713,898 (A$0.01 per
share) compared to A$925,760 (A$0.02 per share) for the fiscal year ended June 30, 2006 and A$328,360
(A$0.01 per share) for the six months ended December 31, 2005. The change in consolidated net loss is primarily
the result of increases in general and administrative expenses and exploration and evaluation expenditures.
General and administrative expenses were A$949,220 for the six month period ended December 31, 2006 as
compared to A$1,080,627 for the fiscal year ended June 30, 2006 and A$347,314 for the six month period ended
December 31, 2005. General and administrative costs increased as a result of the addition of staff members and
increased activity across the Company leading to an increase in IT support, printing and stationery,
communications, travel and depreciation.
During the six month period ended December 31, 2006, Mirabela incurred expenses of A$11,848,091 on
exploration and evaluation activities. This compares to A$3,027,560 for the six month period ended
December 31, 2005 and A$8,938,690 for the fiscal year ended June 30, 2006. This increase was primarily due to
the cost of activities conducted in connection with the BFS and the cost of resource drilling and assays required
to upgrade the Santa Rita resource.
The Company’s exploration and evaluation expenditures have primarily related to the BFS, expected to be
completed in May 2007.
Cash Flow
Total cash and cash equivalents on hand at December 31, 2006 was A$28,708,269 compared to A$6,427,797
as at June 30, 2006 and A$767,459 as at December 31, 2005, principally on account of the proceeds of the private
placements completed in August and December 2006.
47

Cash flows from operating activities was an outflow of A$770,271 for the six months ended December 31,
2006 as compared to A$1,279,511 for the fiscal year ended June 30, 2006 and A$380,122 for the six months
ended December 31, 2005.
Net cash outflows for investing activities was A$12,052,863 for the six month ended December 31, 2006 as
compared to A$7,822,843 for the fiscal year ended June 30, 2006 and A$2,745,793 for the six month ended
December 31, 2005. Of the amount in the six months ended December 31, 2006, A$11,331,105 was for
exploration and evaluation expenses and A$721,758 was for the acquisition of property, plant and equipment.
This increase in cash outflow is attributable to the increased level of exploration and drilling activity and the cost
of engineering design, environmental, geotechnical and transport studies conducted as part of the BFS.
Liquidity and Capital Resources
In the six month period ended December 31, 2006, Mirabela completed two private placements. The first
private placement was completed in August 2006 and resulted in the issuance of nine million ordinary shares at a
price of A$1.25 per share, raising aggregate proceeds of A$11,250,000. In December 2006, Mirabela completed a
second private placement of 11,300,000 shares at A$2.10 per share raising gross proceeds of A$23,730,000. In
addition, 1,000,000 options were exercised during this period (A$200,000 received). These proceeds will be used
to finance preliminary development costs of the Santa Rita Project, including payments under the Land
Purchase Agreements, the ordering of long lead time items and additional expenses to be incurred to complete
the BFS.
The Company’s working capital amounted to approximately A$27,895,751 as at December 31, 2006,
compared to approximately A$675,768 as at December 31, 2005 and A$6,708,244 as at June 30, 2006. This
increase was primarily attributable to the private placements completed in August and December 2006.
Twelve Months Ended June 30, 2006 Compared to Sixteen Months Ended June 30, 2005
Financial Position and Results of Operations
Mirabela commenced trading on the ASX in July 2004 after an initial public offering pursuant to which it
raised gross proceeds of A$3,000,000. Exploration efforts during the fiscal period ended June 30, 2005 focused
on the saprolite deposit at Serra Azul, until the discovery of the Santa Rita nickel sulphide deposit in
November 2004.
After announcing a positive scoping study in September 2005 the BFS was commenced with a budget of
approximately A$10,000,000.
Activities during the twelve months ending June 30, 2006 planned and carried out as components of the
BFS included an environmental impact assessment study; bulk metallurgical testwork; a detailed geotechnical
study; drilling for an indicated mineral resource (total of 42,000 metres drilled with drill hole spacings of
40 metres); and the appointment of GRD Minproc to undertake a process design engineering study for the
sulphide flotation plant. Field components of the BFS included the review of plant and tailings dam sites,
examination of power and port handling options, progressing the environmental impact study and negotiation
with landowners for surface rights. Office based activities included mine planning, development of the process
flow sheet and plant design and the calculation of capital and operating costs.
Activities during the fiscal year ended June 30, 2006 also included detailed work on mine economics,
on-going mineralogy and float test work to determine optimal grind size for ore types and the testing of physical
rock characteristics and comprehensive geotechnical test work with modelling and pit design.
The Company’s principal source of income during the fiscal year ended June 30, 2006 was from interest on
bank deposits which amounted to A$161,918 compared to A$86,490 for the sixteen months ended June 30, 2005.
The increased level of income during that period reflects the higher level of average cash balances held during
the year and an increase in the deposit rate obtainable on invested cash.
The net loss for the fiscal year ended June 30, 2006 amounted to A$925,760 (A$0.02 per share) compared
to A$620,741 (A$0.02 per share) for the sixteen months ended June 30, 2005. The consolidated net loss included
general and administrative expenses and exploration expenses. The increase of $305,019 is primarily the result of
an increase in general and administrative expenses from A$693,906 to A$1,080,627.
48

The carrying value of mineral property and deferred exploration costs were A$4,555,681 for the sixteen
month period ended June 30, 2005 and A$13,494,371 for the fiscal year ended June 30, 2006. This increase of
A$8,938,690 is primarily due to the ongoing cost of the BFS.
General and administrative expenses were A$1,080,627 for the fiscal year ended June 30, 2006, as compared
to A$693,906 for the sixteen months ended June 30, 2005. The majority of the increase relates to the recognition
of A$242,339 in non-cash expenses on account of the vesting of options issued to executives.
In fiscal 2006, the Company incurred expenses of A$8,938,690 on exploration and evaluation activities. This
compares to A$4,555,681 for the sixteen months ended June 30, 2005. The Company’s exploration efforts in the
twelve month period ended June 30, 2006 and since November, 2004 were focused on the Santa Rita Project
(including, commencing in September 2005, the BFS). Of the other areas of interest, exploration activities did
not reach a state that would permit management to make a reasonable assessment as to the existence or
otherwise of economically recoverable reserves. Accordingly, the expenditures incurred were capitalized, and
there were no write-offs recorded.
All of the expenditures on the Santa Rita Project and other exploration expenses incurred during the
financial year ended June 30, 2006 were deferred in accordance with the Company’s accounting policies for
mineral exploration and evaluation costs. In the sixteen months ended June 30, 2005 exploration costs of
A$13,325 were written off.
A provision for income tax expenses of A$7,051 was recognized for the fiscal year ended June 30, 2006.
Although the Company did not generate a profit in that period, a taxable income may arise if certain expenses
are treated as non-deductible against the Company’s income for that period.
Cash Flow
Total cash and cash equivalents on hand at June 30, 2006 were A$6,427,797 compared to A$1,762,998 as at
June 30, 2005, on account of proceeds received from equity financings completed during the fiscal year ended
June 30, 2006.
Cash flow from operating activities was an outflow of A$1,279,511 for the fiscal year ended June 30, 2006
compared to an outflow of A$486,546 for the sixteen months ended June 30, 2005, as a result of the loss for the
period and a net decrease of A$469,534 in non-cash working capital items.
Net cash outflow for investing activities was A$7,822,843 in 2006, as compared to A$4,284,043 for the
sixteen months ended June 30, 2005. Of the cash outflow in 2006, A$7,631,768 was for exploration and
evaluation expenditures, mostly incurred in connection with the Santa Rita Project and the balance of A$191,075
was for the acquisition of property, plant and equipment. The increase in investing cash outflows reflects the
increased expenditures and activity associated with the BFS which commenced in September 2005.
Liquidity and Capital Resources
Mirabela commenced trading on the ASX in July, 2004 after an initial public offering pursuant to which it
raised gross proceeds of A$3,000,000. In the sixteen month period ended June 30, 2005, Mirabela raised a total
of A$6,797,000 before issue expenses through private placements. Fund raising costs during the sixteen month
period ended June 30, 2005 were A$349,903. The net funds raised during the sixteen months ended June 30,
2005 were applied to the extended drilling program and scoping study on the Santa Rita Project.
In fiscal 2006, Mirabela raised a total of A$13,770,000 before issue expenses through private placements
(including the issue of seven million ordinary shares to Inco pursuant to the Subscription Agreement). Mirabela
also raised A$120,000 through the exercise of 600,000 options. Fund raising costs during the 2006 fiscal year
were A$274,583. The net proceeds raised were used to finance the BFS, following completion of a positive
scoping study in September 2005.
The Company’s working capital amounted to A$6,708,244 as of June 30, 2006 compared to A$1,621,636 as
at June 30, 2005. This increase is attributable to private placements completed in the fiscal year ended
June 30, 2006.
49

Risks and Uncertainties
The financial performance of the Company is expected to be affected by ongoing exploration activities
being conducted on its properties, and the proposed development of the Santa Rita Project. Until such time as
commercial production is achieved, the Company will continue to incur administration costs and exploration and
development expenditures that are either deferred or expensed, depending upon the nature of those
expenditures, resulting in continuing operating losses.
Should the development of the Santa Rita Project occur, the financial performance of the Company will be
closely linked to the price of nickel concentrate produced by the Company. Commodity price fluctuations will
significantly affect the results of operations once mining commences and the economics of mineral deposits. The
monitoring of price movements and trend for nickel is essential to monitor the viability of the Company’s assets.
The Company reports its financial results in Australian dollars. The Company’s costs, however, are in
Australian dollars, United States dollars, and Brazilian Reals. If the Santa Rita Project, as expected by
management, commence production in early 2009, or any of the Company’s other properties commence
production, future metal sales revenue will be in United States dollars. Fluctuations in these exchange rates may
therefore significantly affect the results of the operations of the Company.
The Company has not hedged against changes in metal prices or exchange rates to date though the
Company may enter into hedge contracts at some future date.
The exploration and development of the Company’s properties will require substantial additional financing
and the capital required for the development of the Santa Rita Project is estimated to be approximately
US$223 million. Failure to obtain sufficient financing in the future may result in the delay or indefinite
postponement of the development of the Santa Rita Project, and the exploration, development or production on
any or all of the Company’s other properties. There can be no assurance that bank financing or other types of
financing will be available when needed or that, if available, the terms of such financing will be acceptable to
the Company.
See ‘‘Risk Factors’’ for a further discussion of these and other risk factors associated with the Company and
any investment in the Shares.
Summary of Half Year Results
Over the past three half-year periods, the Company’s expenses have been increasing as a result of the
matters described in ‘‘Six Months Ended December 31, 2006 Compared to Six Months Ended December 31, 2005’’
and ‘‘Twelve Months Ended June 30, 2006 Compared to Sixteen Months Ended June 30, 2005’’ set out above.
The following table sets out the financial results for each of the Company’s three most recently completed
half-year periods since its incorporation. The half-year financial results are in accordance with IFRS applied on
the same basis as the annual financial statements included herein.
(thousands of A$, except per share amounts,
rounded to the nearest hundredth)
(Unaudited)
Six Month Periods Ending (1)
December 31, 2006 June 30, 2006 December 31, 2005
Net Income (loss) .................................... $ (714) $ (597) $ (328)
Basic loss per share ................................... $ (0.01) $ (0.01) $(0,01)
Diluted loss per share .................................. $ (0.01) $ (0.01) $(0.01)
Cash and cash equivalents ............................... $28,708 $ 6,428 $ 767
Total assets ......................................... $55,389 $20,976 $8,596
Total long-term financial liabilities .......................... Nil Nil Nil
Cash dividends declared per share .......................... Nil Nil Nil
Note:
(1) Quarterly financial statements have not been prepared by Mirabela as they are not required under the Australian Corporations Act 2001
(Cth) or the ASX Listing Rules.
No dividends have been declared by Mirabela since incorporation.
50

Finance Activities, Liquidity and Capital Resources
In December 2006 and February 2007, Mirabela raised approximately A$26,250,000 through private
placements of 12,500,000 ordinary shares issued at a price of A$2.10 per share.
Mirabela has an obligation to pay an aggregate of C$5.7 million under the Land Purchase Agreements (if it
exercises the options to purchase thereunder). Mirabela’s corporate and administration costs are estimated to be
approximately C$2 million per annum.
Management estimates that the completion of the BFS, expected in May 2007, will require an estimated
expenditure of an additional C$4.8 million.
Based on the estimated cost of completing the BFS and the Company’s budgeted expenditure for
exploration and expected corporate and administration costs, the Company’s current working capital of
approximately C$18.7 million are sufficient for the Company to complete the BFS while maintaining its existing
exploration and drilling program and meeting all other corporate and administrative costs for 18 months. The
expenditures for exploration and drilling will depend on a number of factors including the success of the drilling
or exploration program, as the case may be. It is likely therefore, that prior to the Santa Rita Project becoming
cash flow positive, further financing will be required to fund these aspects of the business. At this time, the
quantum and timing of these potential financings cannot be reliably estimated.
The capital cost requirement for the Santa Rita Project is estimated to be approximately US$223 million.
The proceeds of the Offering will be insufficient to finance all of the capital development costs of the Santa Rita
Project. Results of the BFS are expected in May 2007 following which, assuming a positive outcome, the
Company intends to raise additional funds to finance mine development and infrastructure construction for
anticipated production start-up of the Santa Rita Project in early 2009. Based on the economics of the Santa
Rita Project and management’s current projections for nickel prices, the Company believes that it will be able to
raise such funds. However, there is no assurance that additional funding will be available, as and when required,
or if available, that it will be on terms acceptable to the Company.
Off Balance Sheet Transactions
The Company has had no off balance sheet transactions since incorporation.
Related Party Transactions
The Company completed a transaction with Moonlight Express Holdings Ltd. (‘‘Moonlight’’), an entity
associated with one of Mirabela’s directors, Mr. Bill Clough, on April 20, 2004. Under the terms of the
transaction the Company acquired all of the shares of Mirabela Brazil held by Moonlight and all of the mineral
knowledge of Moonlight for the sum of A$351,126. The purchase price was allocated, as to A$174,349 for
purchase of mineral knowledge and as to A$176,777 for the shares of Mirabela Brazil.
Mirabela was incorporated for the purpose of acquiring the Santa Rita and Serra Azul nickel projects and a
number of other grassroots exploration projects in Bahia State, Brazil. In the opinion of the directors of
Mirabela, the purchase price paid to Moonlight represented reimbursement of the monies expended by
Moonlight to the date of the agreement on the projects acquired, indirectly, from Moonlight. This transaction
was completed during the fiscal year ended June 30, 2005.
Significant Accounting Policies and Estimates
The Financial Statements have been prepared in accordance with IFRS. A description of the Company’s
significant accounting policies is provided in Note 1 to the Financial Statements. Management is required to
make various estimates and judgments in determining the reported amounts of assets, liabilities, revenues and
expenses for each period presented and in the disclosure of commitments and contingencies. Management
considers the following to be the critical accounting policies which reflect its more significant estimates and
judgments used in the preparation of the financial statements. The Company has not, and is not required to
provide a reconciliation of its financial statements to Canadian generally accepted accounting principles.
51

The carrying amounts of certain assets and liabilities are often determined based on estimates and
assumptions of future events. For accounting purposes, when the Company has sufficient data to establish the
technical and commercial viability of production of mineral resources in an area of interest, the Company tests
the carrying value of the exploration and evaluation costs for impairment. Changes in certain assumptions
underlying the scoping study, such as the assumed long-term nickel price, could require material write-downs of
the carrying value of capitalized exploration and evaluation costs or development properties.
The Company measures the cost of equity-settled transactions with employees by reference to the fair value
of the equity instruments as at the date at which they are granted. The fair value is determined by an external
valuer using the Black-Scholes model using the assumptions disclosed in Note 14 to the Financial Statements.
The carrying amount at the reporting date is disclosed in Note 17 to the Financial Statements under the heading
‘‘share based payment reserve’’.
Changes in Accounting Policy
The June 30, 2006 consolidated financial statements are the Company’s first prepared in accordance
with IFRS.
IFRS accounting policies have been applied in preparing the financial statements for the financial year
ended June 30, 2006, the comparative information presented for the financial year ended June 30, 2005 and in
the preparation of an opening IRFS balance sheet at July, 1 2004 (the Company’s date of transition).
In preparing its opening IFRS balance sheet, the Company adjusted amounts reported previously in
financial statements prepared in accordance with the previous basis of accounting (Australian GAAP). An
explanation of how the transition from the previous Australian GAAP affected the Company’s financial position,
financial performance and cash flows is set out in Note 25 to the Financial Statements.
DESCRIPTION OF SHARES
Outstanding Share Data
Under the Australian Corporations Act 2001 (Cth) and its constitution, the Company is authorized to issue
an unlimited number of ordinary shares. However, under the ASX listing rules, in order for a corporation listed
on the ASX to issue an amount of shares greater than 15% of the total number of existing shares then issued and
outstanding, the corporation must seek separate shareholder approval. At the date of this prospectus, Mirabela
has an aggregate of 88,450,000 fully paid ordinary shares issued and outstanding. No other shares in the capital
of Mirabela of any other classes are issued or outstanding. A meeting of Mirabela’s shareholders was held on
January 31, 2007, at which meeting shareholders voted in favour of a resolution approving the issuance an
aggregate of 25,000,000 of the Shares to be issued under the Offering. The balance of the Shares to be issued
under the Offering will be issued in reliance on the 15% limit referred to above.
Rights Attached to Shares
The holders of the Shares are entitled:
(a) to vote at all meetings of shareholders of Mirabela, except meetings at which only holders of a specified
class of shares are entitled to vote;
(b) to receive, subject to the rights, privileges, restrictions and conditions attaching to any other class of
shares of Mirabela, any dividends declared by Mirabela; and
(c) to receive, subject to the rights, privileges, restrictions and conditions attaching to any other class of
shares of Mirabela, the remaining property of Mirabela upon the liquidation, dissolution or winding-up
of Mirabela, whether voluntary or involuntary.
The Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they
contain any sinking fund or purchase fund provisions.
52

Disclosure of Shareholding Information
Under the Australian Corporations Act 2001 (Cth), a person who acquires ‘‘voting power’’ of a corporation
of five percent or more is a ‘‘substantial holder’’ and as such must serve notice on the corporation and the ASX,
by the end of the second business day following an acquisition disclosing certain details regarding such
acquisition. In general terms, voting power is calculated as the sum total of all votes attaching to shares in which
the person and their associates have a relevant interest, divided by the total number of votes that may be cast at
a general meeting of the shareholders of the corporation. In general terms, a person will have a relevant interest
in shares if that person has the ability to exercise, or control the exercise of, the power to vote or dispose of the
shares. A substantial holder must also give notice, within the same time period, of ceasing to be a substantial
holder, or any change of one percent or more in their voting power.
Foreign Acquisition and Takeovers Act, 1975 (Cth)
The Australian Foreign Acquisitions and Takeover Act, 1975 (Cth) (‘‘FATA’’) restricts certain action by
foreign persons in connection with Australian assets.
FATA requires that approval be obtained from the Australian Treasurer (acting through the Foreign
Investment Review Board (‘‘FIRB’’)) for the acquisition:
(a) by a single foreigner (together with its associates) of 15% or more of the shares or votes of an
Australian corporation with total assets of more than A$100 million or where the acquisition values the
corporation at more than A$100 million; or
(b) by a group of separate foreigners (together with their respective associates) of 40% or more of the
shares or votes of such an Australian corporation.
A higher monetary threshold (presently A$871 million) applies to acquisitions by certain categories of
US investors.
FATA also gives the Treasurer the authority to prohibit a proposed acquisition by foreign persons of shares
or votes in an Australian corporation, or of assets of an Australian business in excess of $100 million, if the
proposal would result in a change in control, the resultant control would be foreign and the foreign control
would be contrary to Australia’s national interest. The Treasurer can also make divestment orders where such a
proposal has already been implemented without prior approval.
CONSOLIDATED CAPITALIZATION
The following table sets forth the consolidated capitalization of Mirabela as at the dates indicated and
before and after giving effect to the Offering and the private placement of 1,200,000 ordinary shares at a price of
A$2.10 per share completed on February 1, 2007 (the ‘‘Private Placement’’). This table should be read in
conjunction with the Financial Statements (including the notes thereto) contained in this prospectus. The table
does not give effect to the exercise of the Over-Allotment Option.
As at December 31, 2006
Outstanding after giving
effect to the Private
Outstanding as at
Placement and
June 30, 2006 Outstanding (1) the Offering (3)
(Audited) (Unaudited) (Pro Forma)
Long Term Debt ................................. Nil Nil Nil
Shares (2) (authorized: unlimited) ....................... 65,950,000 87,250,000 118,450,000
Shareholders Equity ............................... $20,062,514 $54,986,838 $ 215,619,838
Retained Earnings (Deficit) and Reserves ................. $ 426,819 $ (765,335) $ (765,335)
TOTAL CAPITALIZATION .......................... $20,489,333 $54,221,503 $ 214,854,503
Notes:
(1) Before giving effect to the Private Placement and the Offering.
(2) Not including shares issuable upon exercise of options which remained unexercised on June 30, 2006 and December 31, 2006,
respectively. See ‘‘Options to Acquire Shares’’.
(3) After deducting expenses of the Offering estimated to be C$1.4 million and the Agents’ Fee.
53

PRINCIPAL HOLDERS OF SHARES
As at the date of this prospectus, to the knowledge of the directors and senior officers of Mirabela based on
information provided by Dundee Securities Corporation, no person beneficially owns, directly or indirectly, or
exercises control or direction over, shares carrying more than 10% of the voting rights attaching to all issued and
outstanding shares of the Company, except as follows:
Designation of Number before Number After Percentage After
Name and Address Class the Offering Percentage Offering Offering
Dundee Corporation ................. Ordinary Shares 14,707,408 (1) 16.62% (2) 17,322,408 14.62% (3)
28th Floor
1 Adelaide Street East
Toronto, ON M5C 2V9
Notes:
(1) 12,431,408 of the ordinary shares are held as of record by Goodman & Company, Investment Counsel Ltd., 2,200,000 of the ordinary
shares are held as of record by Dundee Resources Limited and 76,000 are held by directors, officers, employees or affiliates of Dundee
Securities Corporation.
(2) 15.76% on a fully diluted basis, not including 1,800,000 options which have been granted, subject to shareholder approval pursuant to
applicable provisions of the Corporations Act 2001 (Cth) and the ASX listing rules.
(3) 14.04% on a fully diluted basis, not including 1,800,000 options which have been granted, subject to shareholder approval pursuant to
applicable provisions of the Corporations Act 2001 (Cth) and the ASX listing rules.
OPTIONS TO ACQUIRE SHARES
The following table sets forth the number of options to purchase shares of Mirabela issued and outstanding
as at April 20, 2007.
Shares Under
Market Value of Shares
Options Exercise or Underlying Options on
Granted Base Price the Date of Grant
Name (#) (A$/Share) (A$/Share) Expiration Date
Executive officers and past executive officers as a group
(1 person) ............................. 300,000 0.95 0.92 April 30, 2010
Directors and past directors (who are not also executive
officers) as a group (1 person) ................ 2,000,000 0.20 — (1) May 31, 2008
400,000 0.60 0.49 June 30, 2009
Consultants as a group (8 persons) ............... 1,200,000 0.60 0.50 June 30, 2009
700,000 0.95 0.92 April 30, 2010
Dundee Securities Limited .................... 250,000 0.95 0.86 October 6, 2007
Total — All options ......................... 4,850,000
Note:
(1) Mirabela’s shares were not publicly listed at the grant date of March 8, 2004.
In addition, on February 27, 2007 the directors of Mirabela granted the following options. Under the ASX
listing rules and the Corporation Act 2001 (Cth), the grant of these options is subject to shareholder approval.
Shares Under
Market Value of Shares
Options Exercise or Underlying Options on
Granted Base Price the Date of Grant
Name (#) (A$/Share) (A$/Share) Expiration Date
Directors .............................. 1,800,000 4.20 4.29 February 23, 2011
54

PRICE RANGE AND TRADING VOLUME OF SHARES
The ordinary shares of Mirabela are currently listed on the TSX under the trading symbol ‘‘MNB’’ and on
the ASX under the trading symbol ‘‘MBN’’. The ordinary shares of Mirabela commenced trading on the TSX on
March 26, 2007. The following table sets forth the reported high, low and close sale prices and the trading
volume for the Company’s ordinary shares on the TSX for each of the periods indicated.
High Low Volume
(C$) (C$)
March 26 to 31, 2007 ....................................................... 5.20 4.30 93,744
April 1 to 20, 2007 ......................................................... 6.40 4.34 3,617,476
The following table sets forth the reported high, low and close sale prices and the trading volume for the
Company’s ordinary shares on the ASX for each of the calendar quarters and other periods indicated.
High Low Volume
(A$) (A$)
Year Ended June 30, 2005
Quarter Ended March 31, 2005 ................................................. 0.60 0.44 4,107,100
Quarter Ended June 30, 2005 .................................................. 0.58 0.47 2,169,000
Year Ended June 30, 2006
Quarter Ended September 30, 2005 .............................................. 0.78 0.45 8,197,500
Quarter Ended December 31, 2005 .............................................. 0.85 0.70 5,075,500
Quarter Ended March 31, 2006 ................................................. 0.95 0.70 5,076,151
Quarter Ended June 30, 2006 .................................................. 1.13 0.82 5,555,059
Year Ended June 30, 2007
Quarter Ended September 30, 2006 .............................................. 1.90 0.92 5,840,600
October 2006 ............................................................ 1.97 1.50 1,800,200
November 2006 ........................................................... 2.20 1.90 3,993,100
December 2006 ........................................................... 3.35 2.13 6,786,900
January 2007 ............................................................ 4.29 2.73 4,993,771
February 2007 ............................................................ 4.29 3.57 2,935,700
March 2007 ............................................................. 4.58 3.80 5,915,998
April 1 to 20, 2007 ......................................................... 6.03 4.69 6,406,629
PRIOR SALES OF SHARES
The closing price of the ordinary shares of Mirabela on the ASX on April 20, 2007 was A$5.95 per share.
The closing price of the ordinary shares of Mirabela on the TSX on April 20, 2007 was C$6.00 per share. The
following table summarizes the sales of ordinary shares by Mirabela within the 12 months prior to the date of
this prospectus.
Number of Price Per
Date Shares Share Reason for Issuance
April 6, 2006 .............. 5,000,000 A$0.85 Private placement to fund drilling and ongoing operations
May 10, 2006 .............. 450,000 A$0.20 Exercise of options
May 16, 2006 .............. 1,000,000 A$0.90 Private placement to fund drilling and ongoing operations
June 20, 2006 .............. 150,000 A$0.20 Exercise of options
August 18, 2006 ............ 6,000,000 A$1.25 Private placement to fund additional fund drilling, exploration,
feasibility costs and ongoing operations
August 23, 2006 ............ 3,000,000 A$1.25 Private placement to fund drilling and ongoing operations
October 31, 2006 ............ 500,000 A$0.20 Exercise of options
November 6, 2006 ........... 500,000 A$0.20 Exercise of options
December 29, 2006 .......... 11,300,000 A$2.10 Private placement to fund preliminary development expenses of the
Santa Rita Project
February 1, 2007 ............ 1,200,000 A$2.10 Private placement to fund preliminary development expenses of the
Santa Rita Project
INDEBTEDNESS OF DIRECTORS AND OFFICERS
There is no indebtedness owing to Mirabela from any of its executive officers or directors or former
directors or executive officers or any associate of such person, including in respect of indebtedness to others
where the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar
arrangement provided by Mirabela or a subsidiary of Mirabela.
55

DIRECTORS AND OFFICERS
Description of Directors and Officers
The name, municipality of residence and position with Mirabela of each director and executive officer of
Mirabela, the date of appointment of each director and the principal occupation in which each director or
officer has been engaged during the immediately preceding five years.
Name and Position Principal Occupation
Municipality of Residence with Company During Past Five Years Director Since
WILLIAM MCRAE CLOUGH ...... Director, Chairman of Chief Executive, Serabi Mining plc (1999 — July 4, 2004
Perth, Western Australia the Board current), a mineral exploration and development
company focused on gold deposits in Brazil
CRAIG IAN BURTON (1) .......... Director Principal, Verona Capital Pty Ltd. (1998 — March 5, 2004
Perth, Western Australia
current), a venture capital business that provides
corporate and financial backing to new projects,
particularly in the natural resource sector
NICHOLAS JOHN POLL ......... Managing Director Consultant, self employed (August 2000 — March 5, 2004
Perth, Western Australia and CEO February 2004)
S. NICHOLAS SHEARD (1) ......... Director Vice President, Exploration, CVRD Inco Limited March 20, 2007
Brisbane, Australia
(November 2003 — February, 2007), a mineral
exploration and development company;
Exploration Manager, Worldwide Exploration,
MIM Exploration Pty Ltd, a mineral exploration
and development company (1990 —
November 2003)
JOE HAMILTON (1) ............. Director Director and Chief Executive Officer of African March 26, 2007
Orono, Ontario
Copper Plc (January 2007 — present), a mineral
resource company; Director and Chief Operating
Officer of African Copper Plc (2005 — 2006);
Research Analyst (2003 — 2004), RBC Capital
Markets, Global Mining Division, a broker-dealer;
Precious Metals Research Analyst (1997 — 2003);
Dundee Securities Corporation, a broker-dealer
STEPHEN ERNEST HILLS ........ Chief Financial Officer Chief Financial Officer, Gallery Gold Limited N/A
Perth, Western Australia and Company (July 2003 — June 2006) a mineral exploration
Secretary
and development company focused on gold mining
and exploration; Chief Financial Officer, Scientific
Services Limited (December 1995 —
February 2003) a mineral analytical laboratory
services company and manufacturer of down-hole
drilling tools.
Notes:
(1) Member of the audit committee
Each director’s term of office expires at the later of the third annual general meeting of shareholders of
Mirabela or three years after that director’s last election or appointment. One-third of the directors must retire
at each annual general meeting. Retiring directors are eligible for re-election.
Shareholdings of Directors and Senior Officers
As at the date of this prospectus, the directors and executive officers of Mirabela, as a group, beneficially
owned, directly or indirectly, or exercised control or direction over, 16 million ordinary shares representing
approximately 18% of the issued and outstanding ordinary shares of Mirabela. Upon completion of the Offering
(without giving effect to the exercise of the Over-Allotment Option), these directors and executive officers, as a
group, will own or exercise control over 14% of the then outstanding ordinary shares.
56

Management
The following is a brief biography of each of the directors and officers of Mirabela. Each of Nicholas Poll
and Stephen Hills work full-time with Mirabela.
Mr. William Clough — Chairman of the Board
Mr. Clough has many years of experience in mining, engineering and logistics businesses, with a focus on
resource opportunities in developing countries. Mr. Clough identified and negotiated the acquisition of the
projects which led to the founding of Mirabela in June, 2004. Mr. Clough has spent the last three years pursuing
mining projects in Brazil and is the founder and Chief Executive Officer of Serabi Mining plc which has a wide
portfolio of gold exploration interests in Brazil.
Mr. Nicholas Poll — Managing Director and CEO
Mr. Poll is a geologist with over ten years experience in the technical and business development of mining
projects internationally. He is the founding Managing Director of Mirabela and has played a key role in the
discovery and development of the Santa Rita resource. Mr. Poll was a management consultant and corporate
development expert in the City of London for several years before joining Mirabela. Mr. Poll also previously
worked for WMC Resources Limited on its Kambalda nickel projects and on other resource projects in Brazil
and French Guiana. Mr. Poll’s involvement with WMC Resources Limited’s Brazilian operations provides him
with a strong background in exploration and mining operations in Brazil. In addition, having set up and managed
WMC Resources Limited’s gold exploration project in French Guiana, Mr. Poll has gained experience starting
resource projects overseas, generally. Mr. Poll holds an MSc from the Colorado School of Mines and an MSc in
business from the Sloan Program, London Business School. Mr. Poll is also a member of the Australian Institute
of Company Directors.
Mr. Craig Burton — Director
Mr. Burton is the principal of Verona Capital Pty. Ltd., a private venture capital group. Mr. Burton has a
history of providing financial and corporate support to start-up projects and technical teams, with a particular
emphasis on the resources and energy sectors. Over the last 15 years, Mr. Burton has been a co-founder and
director of sixteen new projects, all publicly listed. These projects involved nickel, copper-gold, oil and gas,
mining services, agribusiness and renewable energy, with public listings on the ASX, AIM and the TSX.
Currently, Mr. Burton is a director of Albidon Limited, Wildhorse Energy Limited, Exco Resources NL, Capital
Drilling Limited, Rewards Group Limited, Matra Petroleum plc and Livingstone Petroleum Ltd. Mr. Burton is
also a member of the Australian Institute of Company Directors.
Mr. Nicholas Sheard — Director
Mr. Sheard has a long history of involvement in nickel sulphide exploration and development. Until
recently, Mr. Sheard was the Vice President, Exploration of Inco. Based in Toronto Mr. Sheard managed an
exploration team of 250 people with nine offices and 11 mines worldwide. Under Mr. Sheard’s leadership, the
Inco team discovered the Reid Brook nickel sulphide deposit in Labrador, Canada. Prior to joining Inco,
Mr. Sheard held various senior management positions with MIM Exploration Pty Ltd. in Australia from 1990 to
2003, including General Manager of Worldwide Exploration and Chief Geophysicist. As Chief Geophysicist for
MIM Exploration Pty Ltd., Mr. Sheard helped to develop MIMDAS, a new array style geophysical system, now
in commercial operation.
Mr. Joe Hamilton — Director
Mr. Hamilton has over 22 years experience in the international mining industry and is currently the Chief
Executive Officer and a director of African Copper Plc. As a precious metals research analyst with Dundee
Securities Corporation, and with RBC Capital Markets, Global Mining Division, Mr. Hamilton gained extensive
experience reviewing and analysing financial statements. Mr. Hamilton holds a B.Sc. (Hons) degree from the
University of Toronto and a Masters of Science (Applied) from Queens’ University. Mr. Hamilton is currently a
member of the CFA Institute and is a Chartered Financial Analyst.
57

Mr. Stephen Hills — Chief Financial Officer and Company Secretary
Mr. Hills is a Chartered Accountant with over 20 years experience, of which the last ten years have been as
Chief Financial Officer of public companies listed on the ASX. As Chief Executive Officer of Gallery Gold
Limited, Mr. Hills was involved with the successful financing of Mupane Gold Project and the commissioning
and production phases of its open-cut operations in Botswana. Prior to that Mr. Hills was Chief Financial
Officer of Scientific Services Limited Company, a business providing mineral laboratory analytical services and
down-hole drilling tools, with a focus on the resource sector.
Other Management
In addition to the directors and executive officer of Mirabela, the following individuals are also employed in
managerial capacities by the Company as of the date of this prospectus:
Paulo Oliva — Mine Manager
Mr. Oliva is a geologist with approximately 30 years of experience in the Brazil mining industry. Prior to
Mirabela, Mr. Oliva was employed by WMC Resources Ltd. for 13 years and prior to that Mr. Oliva acted as a
mining consultant to various companies. Mr. Oliva has played an important role in establishing Mirabela in
Brazil since inception and is currently responsible for Mirabela Brazil’s permitting process. Mr. Oliva is the
Company’s Brazilian country manager.
David Chapman — Operations Manager
Mr. Chapman is a geologist with over 23 years’ experience in the technical evaluation and management of
exploration of nickel and gold resource projects. Mr. Chapman’s experience as Exploration Manager in Brazil
for WMC Resources Limited for nine years provides him with experience and an excellent working knowledge of
the mining industry in Brazil. Mr. Chapman was previously employed as the Geology Manager of WMC
Resources Limited’s Nickel Division and was involved with WMC Resources Limited’s Mt. Keith and
Yakabindie deposits in Western Australia.
Audit Committee
On March 26, 2007, Mirabela established an Audit Committee which will operate under a charter approved
by the board of directors of Mirabela also on March 26, 2007. It is the board of directors’ responsibility to ensure
that an effective internal control framework exists within the Company. The Audit Committee has been formed
to assist the board of directors to meet its oversight responsibilities in relation to the Company’s financial
reporting and external audit function, internal control structure and risk management procedures. In doing so, it
will be the responsibility of the Audit Committee to maintain free and open communication between the
committee, the external auditors and the management of the Company.
The Audit Committee will review the effectiveness of the Company’s financial reporting and internal
control policies and its procedures for the identification, assessment, reporting and management of risks. The
committee will oversee and appraise the quality of the external audit and the internal control procedures,
including financial reporting and practices, business ethics, policies and practices, accounting policies, and
management and internal controls. The Audit Committee will also meet with external auditors and keep under
review the Company’s relationship with the external auditors.
All members of the Audit Committee are independent within the meaning of Canadian Multilateral
Instrument 52-110 — Audit Committees, which provides that a member shall not have a direct or indirect
material relationship with the Company which could, in the view of the board of directors, reasonably interfere
with the exercise of a member’s independent judgment. The members of the Audit Committee are: Mr. Burton,
Mr. Sheard and Mr. Hamilton.
Conflicts of Interest
The directors and officers of Mirabela are, or may become, directors or officers of other companies with
businesses which may conflict with the business of Mirabela. Directors are required to act honestly and in good
58

faith with a view to the best interests of Mirabela. In addition, directors in a conflict of interest position are
required to disclose certain conflicts to Mirabela and to abstain from voting in connection with the matter. To
the best of Mirabela’s knowledge, there are no known existing or potential conflicts of interest between Mirabela
or Mirabela Brazil and a director or officer of Mirabela or Mirabela Brazil as a result of their outside business
interests at the date hereof. However, certain of the directors and officers serve as directors and/or officers of
other companies. Accordingly, conflicts of interest may arise which could influence these persons in evaluating
possible acquisitions or in generally acting on behalf of Mirabela.
Corporate Cease Trade Orders
No director, officer or shareholder holding a sufficient number of securities of Mirabela to affect materially
the control of Mirabela, is, or within the ten years prior to the date hereof has been, a director, officer, of any
other company that, while that person was acting in that capacity, was the subject of a cease trade order or
similar order or an order that denied the other company access to any exemptions under securities law for a
period of more than 30 consecutive days or became bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromises with
creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
Penalties or Sanctions
No director, officer, or shareholder holding a sufficient number of securities of Mirabela to affect materially
the control of Mirabela, has, during the ten years prior to the date hereof:
(a) been subject to any penalties or sanctions imposed by a court or Canadian securities regulatory
authority relating to Canadian securities legislation or entered into a settlement agreement with a
Canadian securities authority; or
(b) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be
likely to be considered important to a reasonable investor making an investment decision.
Personal Bankruptcies
No director, officer, or shareholder holding a sufficient number of securities of Mirabela to affect materially
the control of Mirabela, nor any personal holding company of any such person, has, during the ten years prior to
the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency,
or has been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a
receiver, receiver manager or trustee appointed to hold his or her assets.
59

EXECUTIVE COMPENSATION
The following tables and the notes thereto summarize the compensation of the Managing Director, the
Chief Financial Officer, the Operations Manager and the Mine Manager of Mirabela for the financial year
ended June 30, 2006 and the sixteen months ended June 30, 2005 (the ‘‘Named Executive Officers’’) as required
pursuant to Canadian securities laws. There were no other executive officers of Mirabela or its subsidiary serving
as at June 30, 2006 and 2005 whose total salary and bonus exceeded C$150,000 per annum in any of those
financial periods.
Annual Compensation
Long-Term Compensation
Awards
Payouts
Restricted
Shares Under Shares or
Financial Other Annual Options/SARs Restricted LTIP All Other
Name and Principal Position Year Salary (2) Bonus Compensation Granted Share Units Payouts Compensation
(A$) (A$) (A$) (#) (A$) (A$) (A$)
Nicholas John Poll ........ 2006 208,598 — — — — — —
Managing Director 2005 165,869 — — 400,000 — — —
Stephen Ernest Hills (1) ...... 2006 16,500 — — 300,000 — — —
Chief Financial Officer and
Company Secretary
David Chapman (3) ......... 2006 216,357 — — 200,000 — — —
Operations Manager 2005 29,330 — — 400,000 — — —
Paulo Oliva ............. 2006 218,105 — — — — — —
Mine Manager 2005 88,331 — — 400,000 — — —
Notes:
(1) Mr. Hills began providing services to Mirabela as Chief Financial Officer on June 6, 2006 and became Company Secretary on
January 22, 2007.
(2) Represents fees paid under continuing agreements.
(3) Mr. Chapman began providing services to Mirabela in April, 2005.
Options Granted During the Most Recently Completed Financial Year
The following sets out information concerning options granted during Mirabela’s most recently completed
financial year to Named Executive Officers.
% of Total Market Value of
Shares Under Options/SARs Shares Underlying
Options/SARs Granted to Exercise or Options/SARs on
Granted Employees in Base Price the Date of Grant
Named Executive Officer (#) Financial Year (per Share) (per Share) Expiration Date
Stephen Ernest Hills (1) .............. 300,000 (2) 30% A$0.95 A$0.92 April 30, 2010
Chief Financial Officer and Company
Secretary
David Chapman .................. 200,000 (3) 20% A$0.95 A$0.92 April 30, 2010
Operations Manager
Notes:
(1) Mr. Hills became Company Secretary on January 22, 2007.
(2) 100,000 of these options will vest upon completion of financing for the Santa Rita Project whether by debt or equity; 100,000 of these
options will vest upon completion of listing on the TSX and 100,000 of these options will vest upon Mr. Hills having been engaged by
Mirabela for two years.
(3) These options will vest upon the execution of an EPCM Contract engaging a contractor to provide engineering, procurement,
construction and management services in respect of the Santa Rita Project.
60

Aggregated Options Exercised During the Most Recently Completed Financial Year and Financial Year-End
Options Values
The following table summarizes the number and value of options exercised by each of the Named Executive
Officers during Mirabela’s most recently completed financial year and the number and current value of
unexercised options for each of the Named Executive Officers on June 30, 2006.
Value of Unexercised in the
Securities
Unexercised Options/SARs Money Options/SARs at
Acquired on Aggregate
at June 30, 2006 June 30, 2006
Named Executive Officer Exercise Value Realized Exercisable Unexercisable Exercisable Unexercisable
(#) (A$) (#) (#) (A$) (A$)
Nicholas John Poll ............. Nil — 2,000,000 400,000 1,440,000 128,000
Managing Director
Stephen Ernest Hills ............ Nil — Nil 300,000 Nil Nil
Chief Financial Officer
David Chapman ............... Nil — 250,000 350,000 80,000 48,000
Operations Manager
Paulo Oliva ................. Nil — 333,333 66,667 106,667 21,333
Mine Manager
Compensation of Directors
The compensation of the Managing Director, Mr. Poll, is set out in the Summary Compensation Table
above. With respect to payments made to non-executive directors, each receives between A$50,000 and
A$60,000 per annum. Should the non-executive directors provide services over and above those expected of such
a position, the Company will provide reasonable remuneration for those services. During the financial year
ended June 30, 2006 no such services or remuneration were provided.
Termination of Employment, Change in Responsibilities and Employment Contracts
Mirabela has entered into an executive services agreement with Mr. Poll dated March 22, 2007 (the ‘‘Poll
Employment Agreement’’) pursuant to which Mr. Poll is employed as Chief Executive Officer and Managing
Director of Mirabela for an indefinite term until terminated in accordance with the terms of the agreement.
Pursuant to the Poll Employment Agreement, Mr. Poll is paid an annual salary of A$280,000 per year to be
reviewed annually. Additionally, Mr. Poll is entitled to be reimbursed for certain expenses incurred at the
request of Mirabela and, at the discretion of the board of directors, to a performance-based bonus and shares or
share options. Under the terms of the Poll Employment Agreement:
• Mirabela may terminate Mr. Poll’s employment upon occurrence of certain events including Mr. Poll’s
failure to comply with any lawful direction given by the board of directors of Mirabela, the commission of
a serious or consistent breach of the agreement or conviction of any major criminal offence;
• Mirabela may terminate the agreement at any time by either giving six months’ notice in writing and three
months’ salary to Mr. Poll or paying nine months’ salary in lieu of notice;
• Mr. Poll may terminate his employment upon providing three months’ notice to Mirabela; and
• in the event of a change of control of Mirabela, Mr. Poll may, at his discretion, terminate his employment
and be entitled to a termination payment equal to 12 months’ salary.
Mirabela has entered into an employment agreement with each of Mr. Hills and Mr. Chapman pursuant to
which Mr. Hills will continue to provide services as Chief Financial Officer and Company Secretary and
Mr. Chapman will continue to provide services as Operations Manager.
61

The terms of the employment agreements with each of Mr. Hills and Chapman are substantially similar to
the Poll Employment Agreement except that:
• Mr. Hills and Chapman will each be paid an annual salary thereunder of A$240,000;
• Mirabela may terminate the agreements at any time by either giving three months’ notice in writing or
three months’ salary in lieu of notice; and
• in the event of a change of control of Mirabela, each of Mr. Hills and Chapman may, at his discretion,
terminate his employment and be entitled to a termination payment equal to six months’ salary.
Mr. Oliva provides services as the Company’s Operations Manager and acts as the Company’s registered
Brazilian legal representative and technical representative through Proliva Geologia and Minerçao Ltd. (‘‘Oliva
Consulting Co.’’), a company controlled by Mr. Oliva for a monthly retainer of R$30,000 plus compensation for
services performed in that month. There is no written agreement evidencing the current arrangement with
Mr. Oliva and Oliva Consulting Co., and the Company does not intend to enter into a written agreement with
Mr. Oliva.
Mirabela has entered into standard protection deeds (the ‘‘Deeds’’) with each of its directors and certain of
its officers which provide for, amongst other things, an indemnity of the directors and officers, to the extent
permitted by law, against any liability which they may incur while carrying out duties as directors or officers of
Mirabela, access to the documents of the board of directors of Mirabela and the provision of directors’ and
officer’s insurance.
Other than the agreements described above, the Deeds and the payment of directors’ fees, there are no
employment contracts or other arrangements in existence between Mirabela or its subsidiary and any director or
officer of Mirabela and there is no arrangement or agreement made between Mirabela and any of its Named
Executive Officers pursuant to which a payment or other benefit is to be made or given by way of compensation
in the event of that officer’s resignation, retirement or other termination of employment, or in the event of a
change of control of Mirabela or a change in the Named Executive Officer’s responsibilities following such a
change of control.
PLAN OF DISTRIBUTION
The Offering
Pursuant to the Agency Agreement, Mirabela has agreed to sell and the Agents have agreed to act as, and
have been appointed as agents of the Company to arrange for purchasers of, on the closing date, being on or
about May 2, 2007, or on any other date agreed upon by the parties, but not later than May 31, 2007
(the ‘‘Closing Date’’), subject to the conditions stipulated in the Agency Agreement, 30,000,000 Shares at a price
of $5.30 per Share. The Shares are being offered to the public in all of the provinces of Canada, except Québec
and in the United States and Australia on a private placement basis.
Under the Subscription Agreement Inco was granted a pre-emptive right to participate in 10% of any issue
or allotment of ordinary shares (including this Offering and the Over-Allotment Option) by Mirabela on or prior
to December 12, 2008.
By letter agreement dated April 20, 2007 Inco waived its right to participate in this Offering and was
granted the Inco Placement Right pursuant to which Inco has the option to purchase up to 3,450,000 ordinary
shares of Mirabela on a private placement basis, at the offering price of C$5.30 per share, exercisable until the
date that is 30 days after Mirabela receives a receipt for this prospectus and is subject to applicable
regulatory approval.
The Agency Agreement provides that in consideration for services performed in connection with this
Offering the Agents will be paid a fee of 5% of the gross proceeds of the Offering. The Offering Price of the
Shares was determined by negotiation between Mirabela and Cormark Securities Inc., on behalf of the Agents.
The Agents have agreed to use their reasonable best efforts to sell the Shares offered hereby, but they are
not obligated to purchase any such Shares. The obligations of the Agents under the Agency Agreement are
several and may be terminated at their discretion on the basis of their assessment of the state of the financial
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markets and may also be terminated upon the occurrence of certain stated events. Mirabela has agreed to pay
certain expenses of the Agents and has agreed to indemnify the Agents and their directors, officers, employees
and agents against certain liabilities, including civil liabilities under Canadian provincial and territorial securities
legislation, or to contribute to any payments the Agents may be required to make in respect thereof.
Subscriptions for Shares will be received subject to rejection or allotment in whole or in part and the right is
reserved to close the subscription books at any time without notice.
Mirabela has granted the Agents an Over-Allotment Option, exercisable for a period of 30 days from the
date of the closing of the Offering, to purchase additional Shares equal to up to 15% of the number of Shares
sold in the Offering, on the same terms as set out above. The Over-Allotment Option is exercisable solely to
cover over-allotments, if any, made by the Agents in connection with the Offering and for market stabilization
purposes. This prospectus qualifies the distribution of the Over-Allotment Option and the distribution of the
Shares issuable by Mirabela upon exercise of the Over-Allotment Option. If the Over-Allotment Option is
exercised in full, the number of shares issued under the Offering will be 34,500,000, the total price to the public
will be C$182,850,000, the Agents’ Fee will be C$9,142,500 and the net proceeds to Mirabela (excluding
expenses of the Offering) will be C$173,707,500.
Pursuant to policy statements of the Ontario Securities Commission the Agents may not, throughout the
period of distribution, bid for or purchase shares. The foregoing restrictions are subject to exceptions on the
condition that the bid or purchase not be engaged in for the purpose of creating actual or apparent active
trading in, or raising the price of the shares. These exceptions include a bid or purchase permitted under the
by-laws and rules of the TSX relating to market stabilization and passive market-making activities and a bid or
purchase made for and on behalf of a client where the client’s order was not solicited during the period of
distribution. Subject to the foregoing, in connection with the Offering, the Agents may over-allot Shares or effect
transactions intended to stabilize or maintain the market price of the Shares at levels other than those which
might otherwise prevail on the open market. Such transactions if commenced may be discontinued at any time.
Mirabela has agreed with the Agents that, during the period ending 90 days after the Closing Date
(the ‘‘Black-out Period’’), Mirabela will not, except in certain specified circumstances, issue, sell, offer, grant an
option or right in respect of, or otherwise dispose of, any additional ordinary shares or other securities
convertible into or exchangeable for ordinary shares without having obtained the prior written consent of the
Agents, other than in conjunction with: (i) the Offering; (ii) the exercise of the Over-Allotment Option; (iii) the
grant or exercise of stock options to directors, officers, employees and consultants of the Company; (iv) the issue
of ordinary shares upon the exercise of convertible securities, options or warrants outstanding prior to the
Closing Date; and (v) the exercise of the Inco Option.
In connection with the Offering, Mirabela will use its best efforts to cause each of its directors and officers
to enter into lock-up agreements whereby during the Black-out Period such individuals will not offer, sell or
otherwise dispose of any ordinary shares of Mirabela.
The Shares have not been and will not be registered under the United States Securities Act of 1933, as
amended (the ‘‘US Securities Act’’), or any state securities laws and, accordingly, may not be offered or sold in
the US or to, or for the benefit of, US persons (as defined in Regulation S under the US Securities Act) except
in transactions exempt from the registration requirements of the US Securities Act and applicable state
securities laws. The Agents have agreed that they will not offer or sell the Shares within the US except to
qualified institutional buyers (as defined in Rule 144A under the US Securities Act) or to institutional
accredited investors (as defined in Rule 501(a)(1), (2), (3) and (7) under the US Securities Act). This
preliminary prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares in
the United States. In addition, until 40 days after the closing date, an offer or sale of Shares within the US by a
dealer (whether or not participating in the Offering) may violate the registration requirements of the US
Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration
requirements of the US Securities Act.
The TSX has conditionally approved the listing of the Shares distributed under this prospectus on the TSX.
Listing of these Shares is subject to Mirabela fulfilling all the listing requirements of the TSX on or before
June 24, 2007.
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Conflicts of Interest
The terms of the Offering were negotiated between Mirabela and Cormark Securities Inc. Cormark
Securities Inc. negotiated its engagement by Mirabela and subsequently approached the other Agents and
requested that they participate as members of the syndicate in connection with the Offering.
The Company may be a ‘‘connected issuer’’ of Dundee Securities Corporation, one of the Agents, for the
purposes of applicable securities laws. Based on information provided by Dundee Securities Corporation,
Dundee Securities Corporation, the directors, officers, employees and affiliates thereof and associates of each of
them (collectively, ‘‘Dundee Group’’) own or control, as of April 20, 2007, in aggregate, 14,708,408 ordinary
shares of Mirabela representing 16.62% of the issued and outstanding ordinary shares of Mirabela and 15.76%
of the ordinary shares on a fully diluted basis. In addition, the Dundee Group holds 250,000 options exercisable
at A$0.95 per ordinary share until October 6, 2007. See ‘‘Interests of Management and Others in Material
Transactions’’. The Dundee Group intends to purchase 2,615,000 Shares under the Offering. With the issuance
of 30,000,000 Shares under the Offering, and assuming the purchase of 2,615,000 Shares under the Offering (and
without giving effect to the Over-Allotment Option), the Dundee Group will own or control in aggregate,
ordinary shares of Mirabela representing 14.62% of the then issued and outstanding ordinary shares and 14.04%
of the ordinary shares on a fully diluted basis.
None of the proceeds of the Offering will be applied to the benefit of Dundee Securities Corporation or any
affiliates thereof except to the extent that they receive a pro rata benefit as a holder of the ordinary shares of
Mirabela and will receive a portion of the Agents’ Fee payable by Mirabela to the Agents in connection with
the Offering.
RISK FACTORS
An investment in the Shares is considered to be speculative due to the nature of Mirabela’s business and the
present stage of its development. A prospective investor should carefully consider the risk factors set out below.
Unallocated Proceeds if BFS Not Positive
Management expects the BFS to be completed by May 2007. Management intends to use all of the net
proceeds of the Offering to finance the capital costs of the Santa Rita Project if the results of the BFS are
positive. See ‘‘Use of Proceeds’’. There can be no assurance that the outcome of the BFS will be positive.
Mirabela has no definitive plans for the expenditure of the net proceeds of the Offering if the BFS is not positive
and management determines not to proceed with the Santa Rita Project. In such event, any expenditure of the
net proceeds of the Offering shall be at the sole discretion of management, and there can be no assurance as of
the date of this prospectus as to how such funds will be expended.
Additional Financing
Mirabela will require additional capital in the future and no assurance can be given that such capital will be
available at all or available on terms acceptable to Mirabela.
The funds of Mirabela currently available and to be raised under the Offering will not be sufficient to
finance the development capital costs the Santa Rita Project. Accordingly, Mirabela will need to raise further
capital and/or debt financing to fund development of the Santa Rita Project. The success and the pricing of any
such capital raising and/or debt financing will be dependent upon the prevailing market conditions at that time,
the outcomes of the BFS or any other relevant feasibility studies and exploration programs. If additional capital
is raised by an issue of securities, this may have the effect of diluting shareholders’ interests in Mirabela. Any
debt financing, if available, may involve financial covenants which limit the Company’s operations. If Mirabela
cannot obtain such additional capital, Mirabela may not be able to complete the development of the Santa Rita
Project which would adversely affect its business, operating results and financial condition.
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Mirabela currently depends heavily on successfully completing the BFS and achieving successful operations
and mineral recovery at the Santa Rita Project.
Mirabela’s activities are focused primarily on the Santa Rita Project. Any adverse changes or developments
affecting this project, such as, but not limited to, Mirabela’s inability to successfully complete the BFS, obtain
financing on commercially suitable terms, hire suitable personnel and mining contractors, or secure an off-take
agreement on commercially suitable terms, may have a material adverse effect on Mirabela’s financial
performance and results of operations.
Fluctuations in Metal Prices
The price of nickel, other base metals and other minerals fluctuates widely and is affected by numerous
factors beyond the control of Mirabela such as industrial and retail supply and demand, exchange rates, inflation
rates, changes in global economies, confidence in the global monetary system, forward sales of metals by
producers and speculators as well as other global or regional political, social or economic events. The supply of
metals consists of a combination of new mine production and existing stocks held by governments, producers,
speculators and consumers. Future production from Mirabela’s mining properties, including the Santa Rita
Project, is dependent upon the price of nickel, other base metals and other minerals being adequate to make
these properties economic. Future serious price declines in the market value of nickel, other base metals or
other minerals could cause continued development of, and eventually commercial production from, the Santa
Rita Project and the Company’s other properties to be rendered uneconomic. Depending on the price of nickel,
other base metals and other minerals, Mirabela could be forced to discontinue production or development and
may lose its interest in, or may be forced to sell, some of its properties. There is no assurance that, even as
commercial quantities of nickel and other base metals are produced, a profitable market will exist for them.
In addition to adversely affecting the reserve estimates of Mirabela and its financial condition, declining
commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project.
Such a reassessment may be the result of a management decision or may be required under financing
arrangements related to a particular project. Even if a project is ultimately determined to be economically
viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until
the reassessment can be completed.
Development of the Santa Rita Project Requires Additional Licences
Pursuant to Brazilian law, Mirabela may not commence construction until it has been issued a mining
concession by the DNPM. In order to be granted a mining concession in respect of the Santa Rita Project, the
Company is required to submit to the DNPM for approval a development and mining plan for the Santa Rita
Project and hold an installation licence. An installation licence may only be obtained after an EMP has been
presented and approved by the relevant environmental agency. The Company has not yet obtained such
environmental licence. In the event that the DNPM does not grant a mining concession with respect to the Santa
Rita Project, the Company would retain no interest in the areas which are the subject of the Santa Rita Project
which could have a material adverse effect on the Company.
Increase in Capital Costs
The total capital costs for the Santa Rita Project are currently estimated to be approximately
US$223 million, with an accuracy of 30%. There can be no assurance that such capital costs will not exceed
US$223 million. An increase in the capital cost of the Santa Rita Project could adversely affect the Company’s
profitability and financial position.
Mining is inherently dangerous and subject to conditions or events beyond the control of Mirabela, and any
operating hazards could have a material adverse effect on its business.
The Company’s business operations are subject to risks and hazards inherent in the mining industry. The
exploration for and the development of mineral deposits involves significant risks, including: environmental
hazards, industrial accidents, metallurgical and other processing problems, unusual or unexpected rock
formations, structure cave-in or slides, flooding, fires and interruption due to inclement or hazardous weather
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conditions. These risks could result in damage to, or destruction of, mineral properties, production facilities or
other properties, personal injury or death, environmental damage, delays in mining, increased production costs,
monetary losses and possible legal liability.
Whether income will result from projects undergoing exploration and development programs depends on
the successful establishment of mining operations. Factors including costs, actual mineralization, consistency and
reliability of ore grades and commodity prices affect successful project development. In addition, few properties
that are explored are ultimately developed into producing mines.
Foreign Operations Risks
The operations of Mirabela are currently conducted in Brazil and, as such, the operations of Mirabela are
exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties
include, but are not limited to, terrorism; hostage taking; military repression; extreme fluctuations in currency
exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; expropriation and
nationalization; renegotiation or nullification of existing concessions, licences, permits and contracts; illegal
mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political
conditions, currency controls and governmental regulations that favour or require the awarding of contracts to
local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular
jurisdiction.
Changes, if any, in mining or investment policies or shifts in political attitude in Brazil may adversely affect
the operations or profitability of Mirabela. Operations may be affected in varying degrees by government
regulations with respect to, but not limited to, restrictions on production, price controls, export controls,
currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims,
environmental legislation, land use, land claims of local people, water use and mine safety.
Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights
applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of
additional local or foreign parties as joint venture partners with carried or other interests.
The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an
adverse effect on the operations or profitability of the Company.
Insurance and Uninsured Risks
The business of Mirabela is subject to a number of risks and hazards generally, including adverse
environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions,
ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as
inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral
properties or production facilities, personal injury or death, environmental damage to properties of Mirabela or
others, delays in mining, monetary losses and possible legal liability.
Although Mirabela maintains insurance to protect against certain risks in such amounts as it considers to be
reasonable, its insurance will not cover all the potential risks associated with its operations and insurance
coverage may not continue to be available or may not be adequate to cover any resulting liability. It is not always
possible to obtain insurance against all such risks and Mirabela may decide not to insure against certain risks
because of high premiums or other reasons. Moreover, insurance against risks such as environmental pollution
or other hazards as a result of exploration and production is not generally available to Mirabela or to other
companies in the mining industry on acceptable terms. Losses from these events may cause Mirabela to incur
significant costs that could have a material adverse effect upon its financial performance and results
of operations.
Environmental Risks and Regulations
All phases of Mirabela’s operations are subject to environmental regulation in the various jurisdictions in
which it operates. These regulations mandate, among other things, the maintenance of air and water quality
standards and land reclamation. They also set for the limitations on the generation, transportation, storage and
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disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require
stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent
environmental assessments of proposed projects, and a heightened degree of responsibility for companies and
their officers, directors and employees. There is no assurance that future changes in environmental regulation, if
any, will not adversely affect Mirabela’s operations. Environmental hazards may exist on the properties on which
Mirabela holds interests which are unknown to Mirabela at present and which have been caused by previous or
existing owners or operators of the properties.
Government approvals and permits are currently and may in the future be required in connection with the
operations of Mirabela. To the extent such approvals are required and not obtained, Mirabela may be curtailed
or prohibited from continuing its mining operations or from proceeding with planned exploration or
development of mineral properties.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement
actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be
curtailed, and may include corrective measures requiring capital expenditures, installation of additional
equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of
mineral properties may be required to compensate those suffering loss or damage by reason of the mining
activities and may have civil or criminal fines or penalties imposed for violations of applicable laws
or regulations.
Amendments to current laws, regulations and permits governing operations and activities of mining and
exploration companies, or more stringent implementation thereof, could have a material adverse impact on
Mirabela and cause increases in exploration expenses, capital expenditures or production costs, or reduction in
levels of production at producing properties, or require abandonment or delays in development of new mining
properties.
Government Regulation
The mining, processing, development and mineral exploration activities of Mirabela are subject to various
laws governing prospecting, development, production, taxes, labour standards and occupational health, mine
safety, toxic substances, land use, water use, land claims of local people, and other matters. Although the
exploration and development activities of Mirabela are currently carried out in accordance with all applicable
rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that
existing rules and regulations will not be applied in a manner which could limit or curtail production or
development. Amendments to current laws and regulations governing operations and activities of mining and
milling or more stringent implementation thereof could have a substantial adverse impact on Mirabela.
Licences and Permits
The Company’s mining exploration activities are dependent upon the grant, or as the case may be, the
maintenance of appropriate licences, concessions, leases, permits and regulatory consents which may be
withdrawn or made subject to limitations. The maintaining of tenements, obtaining renewals, or getting
tenements granted, often depends on the Company being successful in obtaining required statutory approvals
for its proposed activities and that the licences, concessions, leases, permits or consents it holds will be renewed
as and when required. There is no assurance that such renewals will be given as a matter of course and there is
no assurance that new conditions will not be imposed in connection therewith.
Title to Properties
There can be no assurances that the interest in the Company’s properties is free from defects or that the
material contracts between the Company and the entities owned or controlled by foreign government will not be
unilaterally altered or revoked. The Company has investigated its rights as set forth in this Prospectus and
believes that these rights are in good standing. There is no assurance, however, that such rights and title interests
will not be revoked or significantly altered to the detriment of the Company. There can be no assurances that the
Company’s rights and title interests will not be challenged or impugned by third parties.
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Competition
The Company competes with other companies, some which have greater financial and other resources than
the Company and, as a result, may be in a better position to compete for future business opportunities. The
Company competes with other mining companies for the acquisition of mineral claims, leases and other mineral
interests as well as for the recruitment and retention of qualified employees and other personnel. Many of the
Company’s competitors not only explore for and produce minerals, but also carry out downstream operations on
these and other products on a worldwide basis. There can be no assurance that the Company can compete
effectively with these companies.
Dependence on Key Personnel
The Company is reliant on key personnel employed or engaged by the Company. Loss of such personnel
may have a material adverse impact on the performance of the Company. In addition, the recruiting of qualified
personnel is critical to the Company’s success. As the Company’s business grows, it will require additional key
financial, administrative, mining, marketing and public relations personnel as well as additional staff for
operations. While the Company believes that it will be successful in attracting and retaining qualified personnel,
there can be no assurance of such success.
Currency
The Company’s expected future revenue will be in US dollars while most of its expenditures are in the local
currencies of Brazil and Australia. As a result of the use of these different currencies, the Company is subject to
foreign currency fluctuations. Foreign currencies are affected by a number of factors that are beyond the control
of the Company. These factors include economic conditions in the relevant country and elsewhere and the
outlook for interest rates, inflation and other economic factors. Foreign currency fluctuations may materially
affect the Company’s financial position and operating results.
The Company has not hedged against fluctuations in exchange rates as yet, though the Company may enter
into some hedge contracts, particularly in relation to foreign currencies, at a later date.
Repatriation of Earnings
There is no assurance that Brazil or any other foreign country in which the Company may operate in the
future will not impose restrictions on the repatriation of earnings to foreign entities.
The Company Does Not Have Any Production Revenues
To date, the Company has not recorded any revenues from its mining operations nor has the Company
commenced commercial production on any of its properties. There can be no assurance that significant
additional losses will not occur in the near future or that the Company will be profitable in the future. The
Company’s operating expenses and capital expenditures may increase in subsequent years as needed consultants,
personnel and equipment associated with advancing exploration, development and commercial production of its
properties are added. The amounts and timing of expenditures will depend on the progress of ongoing
exploration and development, the results of consultants’ analyses and recommendations, the rate at which
operating losses are incurred, the execution of any joint venture agreements with strategic partners, the
Company’s acquisition of additional properties and other factors, many of which are beyond the Company’s
control. The Company expects to continue to incur losses unless and until such time as its properties enter into
commercial production and generate sufficient revenues to fund its continuing operations. The development of
the Company’s properties will require the commitment of substantial resources to conduct the time-consuming
exploration and development of properties. There can be no assurance that the Company will generate any
revenues or achieve profitability. There can be no assurance that the underlying assumed levels of expenses will
prove to be accurate.
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Stock Exchange Prices
The market price of a publicly traded stock is affected by many variables not all of which are directly related
to the success of the Company. In recent years, the securities markets have experienced a high level of price and
volume volatility, and the market price of securities of many companies, particularly those considered to be
development stage companies, has experienced wide fluctuations which have not necessarily been related to the
operating performance, underlying asset values or prospectus of such companies. There can be no assurance that
such fluctuations will not affect the price of Mirabela’s securities.
Conflicts of Interest
Certain directors of Mirabela are, and may continue to be, involved in the mining and mineral exploration
industry through their direct and indirect participation in corporations, partnership or joint ventures which are
potential competitors of Mirabela. Situations may arise in connection with potential acquisitions in investments
where the other interests of these directors may conflict with the interests of Mirabela. Directors of Mirabela
with conflicts of interest will be subject to and will follow the procedures set out in applicable corporate and
securities legislation, regulations, rules and policies.
Use of Inferred Resources in Pit Optimization Study
The pit optimization study referred to in this prospectus and from which the economic analysis of the Santa
Rita Project was derived is preliminary in nature and includes inferred mineral resources that are considered too
speculative geologically to have the economic considerations applied to them that would enable them to be
categorized as mineral reserves, and there is no certainty that the results described in the study will be realized.
Resource Estimates and Lack of Mineral Reserves
Resource estimates are expressions of judgment based on knowledge, experience and industry practice.
Estimates, which were valid when made, may change significantly upon new information becoming available. In
addition, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be
inaccurate. Should the Company encounter mineralization or formations different from those predicted by past
sampling and drilling, resource estimates may have to be adjusted and mining plans may have to be altered in a
way which could have a negative effect on the Company’s operations. The Company does not have any mineral
reserves and there is no assurance that mineral reserves will be established. A mineral resource is not the
equivalent of a commercially mineable orebody or a mineral reserve.
Effecting Service of Process
Most of Mirabela’s directors reside outside of Canada. Substantially all of the assets of these persons are
located outside of Canada. It may not be possible for investors to effect service of process within Canada upon
the directors, officers and experts named in this prospectus. It may also not be possible to enforce against
Mirabela, certain of its directors and officers, and certain experts named herein, judgments obtained in
Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.
INTEREST OF MANAGEMENT AND OTHERS
IN MATERIAL TRANSACTIONS
Other than as disclosed below and elsewhere in this prospectus, no director, executive officer or
shareholder holding on record or beneficially, directly or indirectly, more than 10% of the issued shares of
Mirabela, or any of their respective associates or affiliates has any material interest, direct or indirect, in any
transaction in which Mirabela has participated within the three year period prior to the date of this prospectus,
or in any proposed transaction, which has materially affected or will materially affect Mirabela other than
as follows:
1. On April 20, 2004, Mirabela entered into an agreement (the ‘‘Moonlight Agreement’’) with Moonlight,
a corporation associated with Mr. William Clough who is a director of Mirabela. Under the terms of
the agreement, Mirabela acquired all of Moonlight’s shareholdings in Mirabela Brazil for A$176,777
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and all of the mineral knowledge of Moonlight for A$174,349 (See ‘‘Management’s Discussion and
Analysis of Financial Condition and Results of Operations — Related Party Transactions’’). In the opinion
of Management, the purchase consideration paid by Mirabela to Moonlight was at an arms length
market value that represented the costs expended by Moonlight on the projects of Mirabela Brazil.
2. In April 2006, Dundee Securities Limited (‘‘Dundee’’), an affiliate of Dundee Corporation, a
shareholder of Mirabela holding more than 10% of the issued shares of Mirabela, acted as agent of
Mirabela in connection with the private placement by Mirabela of five million shares. As consideration
for its services Dundee received 250,000 options, exercisable at A$0.95 per share until October 6, 2007.
In respect of the transaction completed under the Moonlight Agreement, Mr. William Clough acquired the
shares of Mirabela Brazil sold to Mirabela thereunder on January 10, 2003 for US$2,000.
LEGAL PROCEEDINGS
There are no material legal proceedings involving Mirabela or its properties as at the date of this prospectus
and Mirabela knows of no such proceedings currently contemplated.
LEGAL MATTERS
Certain legal matters relating to the Offering have been passed upon on behalf of Mirabela by Lawson
Lundell LLP and on behalf of the Agents by Cassels Brock & Blackwell LLP. Neither Lawson Lundell LLP nor
Cassels Brock & Blackwell LLP, or any employee or partner thereof, as applicable, has a direct or indirect
interest in Mirabela’s property or of any associate or affiliate of Mirabela. As at the date hereof, the
aforementioned partnerships beneficially own, directly or indirectly, in the aggregate, less than one percent of
the outstanding securities of Mirabela.
EXPERTS
Information of a scientific or technical nature regarding the Santa Rita Project is included in this prospectus
based upon the Technical Report. The Technical Report was prepared by Brett Gossage, Manager Resources of
RSG Global Consulting Pty Ltd., Richard Yeates, Principal of RSG Global Consulting Pty Ltd., Rod Smith,
Principal Consultant — Metallurgy of RSG Global Consulting Pty Ltd. and Roselt Croeser, Director of Croeser
Pty Ltd., each of whom is a ‘‘Qualified Person’’ as such term is defined in National Instrument 43-101. None of
the authors of the Technical Report has a direct or indirect interest in Mirabela’s property or of any associate or
affiliate of Mirabela. As at the date hereof, each of the aforementioned persons beneficially own, directly or
indirectly, less than one percent of the outstanding securities of Mirabela.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditors of Mirabela are KPMG, having an address at 152-158 St. Georges Terrace, Perth, Western
Australia. The transfer agent and registrar for Mirabela’s ordinary shares is Equity Transfer and Trust Company
at its principal offices in Toronto. Mirabela’s registrar and transfer agent for its shares in Australia is Advance
Share Registry Services Pty Ltd at its principal offices in Perth, Western Australia.
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MATERIAL CONTRACTS
Except for contracts entered into in the ordinary course of business, the only material contracts which the
Company has entered into within the two year period preceding the date of this prospectus are as follows:
(i) the Agency Agreement (see ‘‘Plan of Distribution’’);
(ii) the Mining Agreement (see ‘‘General Business of the Company — The Company’s Interests in the Santa
Rita Project — Mining Agreement’’);
(iii) the Evaluation Agreement (see ‘‘Mirabela’s Other Projects — Inco Agreements’’);
(iv) the Land Purchase Agreements (see ‘‘General Business of the Company — The Company’s Interests in
the Santa Rita Project — Surface Rights’’); and
(v) the Moonlight Agreement (see ‘‘Interest of Management and Others in Material Transactions’’).
Copies of the above material contracts will be available for inspection at the offices of Mirabela’s Canadian
solicitors, Lawson Lundell LLP, during normal business hours during the distribution of the Shares and for a
period of 30 days thereafter, located at 1600 - 925 West Georgia Street, Vancouver, British Columbia, Canada.
PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION
Securities legislation in certain of the provinces provides a purchaser with the right to withdraw from an
agreement to purchase securities. This right may be exercised within two business days after receipt or deemed
receipt of a prospectus and any amendment. In several provinces, the securities legislation further provides a
purchaser with remedies for rescission or, in some jurisdictions, damages where the prospectus and any
amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for
rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation
of his province. The purchaser should refer to any applicable provisions of the securities legislation of his
province for the particulars of these rights or consult with a legal advisor.
71

CONSENT OF AUDITOR
To the Board of Directors of Mirabela Nickel Limited
We have read the prospectus of Mirabela Nickel Limited (the ‘‘Company’’) dated April 23, 2007 relating to
the issue and sale of ordinary shares of the Company. We have complied with Canadian generally accepted
standards for an auditor’s involvement with offering documents.
We consent to the use in the above-mentioned prospectus of our report dated April 23, 2007 to the
directors of the Company on the consolidated balance sheets of the Company as at June 30, 2006 and 2005 and
the consolidated income statement, statement of changes in equity and statement of cash flows of the Company
for the year ended June 30, 2006 and sixteen month period ended June 30, 2005.
(Signed) KPMG
Perth, Western Australia
April 23, 2007
72

GLOSSARY OF TECHNICAL TERMS
The following is a glossary of technical terms and abbreviations that appear in the prospectus.
assay .................. an analysis to determine the presence, absence and quantity of one or more
elements.
Au.................... the chemical symbol for gold.
basalt .................. dark-colored mafic igneous rocks, commonly extrusive but locally intrusive
(i.e. as dikes), composed chiefly of calcic plagioclase and clinopyroxene.
bornite ................. a sulphide mineral with chemical composition Cu 5 FeS 4 that crystallizes in the
cubic system. It has a brown to copper-red color on fresh surfaces that
tarnishes to an iridescent purple surface. Its purple to bronze iridescence
gives it the nickname peacock ore. Bornite is an important copper ore
mineral and occurs widely in porphyry copper deposits along with the more
common chalcopyrite.
bronzitite ............... an orthopyroxenite mineral dominated by the mineral hypersthene.
chalcocite ............... copper(I) sulfide (Cu 2 S): is an important copper ore mineral. It is opaque,
being colored dark-gray to black with a metallic luster.
chalcopyrite ............. CuFeS 2 , a common copper sulphide mineral.
charnockite ............. an assemblage of rock types, connected in their origin because arising by
differentiation of the same parent magma. The banded structure which these
rocks commonly present in the field is only in a small measure due to
crushing, but is to a large extent original, and has been produced by fluxion in
a viscous crystallizing intrusive magma, together with differentiation or
segregation of the mass into bands of different chemical and mineralogical
composition.
chrysotile ............... an asbestiform sub-group within the serpentine group of minerals.
clinopyroxene ............ a group name for a number of pyroxene minerals that have similar crystal
forms. They are silicates commonly containing aluminum, magnesium,
calcium, and iron in their crystal structures.
Co.................... is the chemical symbol for cobalt.
colloform ............... pertaining to the rounded, globular texture of mineral formed by colloidal
precipitation.
craton ................. a large, usually ancient and stable mass of the earth’s crust.
Cu.................... is the chemical symbol for copper.
cubanite ................ copper and iron sulfide mineral (CuFe 2 S 3 ) that characteristically occurs with
chalcopyrite or pyrrhotite in deposits formed at high temperatures.
cut-off ................. the grade above which material is considered significant and below which
material is not considered significant and is excluded form resource and
reserve estimates.
dilution ................ non-ore material included by mining process and fed to mill.
disseminated sulphide ...... a sulphide deposit, in which the sulphide is non-contiguous and may range
from less than 1% up to about 10% of the total rock. The sulphide occurs as
individual crystals or small crystalline masses in the interstices of other
non-sulphide minerals composing the rock.
A-1

dunite .................
EM ...................
gabbro .................
geochemical .............
geophysical ..............
gossan .................
granodioritic .............
granulitic ...............
greenstone ..............
harzburgite ..............
igneous rock .............
intercalated .............
interstitial ...............
isotopic ................
JORC .................
kelyphitic ...............
lamellar ................
laterite .................
lithostratigraphic ..........
an igneous, plutonic rock, of ultramafic composition, with coarse-grained or
phaneritic texture. The mineral assemblage is typically greater than 90%
olivine with minor pyroxene and chromite. Dunite is the olivine-rich
end-member of the peridotite group of mantle-derived rocks.
electro-magnetic.
a coarse-grained intrusive igneous rock composed of greenish-white feldspar
and pyroxene.
prospecting techniques which measure the content of specified metals in soils
and rocks for the purpose of defining anomalies for further testing.
prospecting techniques which measure the physical properties (magnetism,
conductivity, density, etc.) of rocks and define anomalies for further testing.
a ferruginous deposit remaining after the oxidation of the original sulphide
minerals in a vein or ore zone.
intrusive igneous rock similar to granite, but contains more plagioclase than
potassium feldspar. It usually contains abundant biotite mica and
hornblende, giving it a darker appearance than true granite. Mica may be
present in well-formed hexagonal crystals, and hornblende may appear as
needle-like crystals.
a fine-grained metamorphic rock often banded in appearance and composed
chiefly of feldspar, quartz, and garnet.
a term applied regionally to sequences of mafic to ultramafic rocks.
an ultramafic rock that is a variety of peridotite consisting of the minerals,
olivine and low-Ca pyroxene (enstatite), and named for occurrences in the
Harz Mountains of Germany. It commonly contains a few percent
chromium-rich spinel as an accessory mineral.
a rock formed by volcanic or magmatic processes.
to insert, interpose, or interpolate.
being or relating to a crystalline compound in which usually small atoms or
ions of a nonmetal occupy holes between the larger metal atoms or ions in
the crystal lattice.
any of the several different forms of an element each having different atomic
mass (mass number).
the Australasian Code for Reporting of Mineral Resources and Ore Reserves
prepared by the Joint Ore Reserves Committee of the Australasian Institute
of Mining and Metallurgy, Australian Institute of Geoscientists and Mineral
Council of Australia, as amended or supplemented.
a mineral zone that is usually radial about another mineral or at the area
between two minerals. Also known as ‘corona’.
composed of fine, alternating layers of different materials in the form of
lamellae.
a highly weathered red subsoil or material rich in secondary oxides of iron,
aluminum or both, that occurs as a residual product of weathering.
dealing with the lithology of strata and their organization into units based on
the lithological characteristics and the lithological correlations between the
strata.
A-2

mackinawite .............
magmatic ...............
massive sulphide ..........
millerite ................
Mt....................
Ni ....................
NQ ...................
olivine .................
orthopyroxenite ..........
Pd....................
pentlandite ..............
peridotite ...............
PGE ..................
plagioclase ..............
the least stable form of iron sulphide.
of or related to magma, which is a subterranean molten rock, capable of
being extruded at the surface as lava or intruded into rocks in the earth’s
crust.
a sulphide deposit in which the sulphide is contiguous and usually forms
more than 80% of the rock mass which may contain non-sulphidic rock
inclusions.
a nickel sulfide mineral, NiS. It is brassy in colour and has an acicular habit,
often forming radiating masses and furry aggregates.
million tonnes.
the chemical symbol for nickel.
diamond care drill with diametre of 47.6 mm.
an olive-green magnesium iron silicate mineral common in mafic and
ultramafic rocks.
an ultramafic igneous rock consisting essentially of minerals of the pyroxene
group rich in iron and magnesium including hypersthene and enstatite.
the chemical symbol for palladium.
a common nickel sulphide mineral.
general term for intrusive ultramafic igneous rocks consisting of olivine and
lacking felspar.
platinum group element.
any of a common rock-forming series of triclinic feldspar minerals, consisting
of mixtures of sodium and calcium aluminum silicates.
ppb ................... parts per billion.
Pt .................... the chemical symbol for platinum.
pyrite .................. a common iron sulphide mineral FeS 2 .
pyroxene ............... a group of chiefly magnesium-iron minerals including diopside, hexenbergite,
augite pigeonite, and many other rock-forming minerals.
pyroxenite .............. an ultramafic igneous rock consisting essentially of minerals of the pyroxene
group, such as augite and diopside, hypersthene, bronzite or enstatite.
pyrrhotite ............... an iron sulphide FeS.
S..................... the chemical symbol for sulphur.
saprolite ................ the residue of loose mineral material left behind, in place, as a result of the
weathering of solid rock and the removal of some of the weathered,
particularly to soluble, material.
serpentine .............. a group of minerals the composition of which includes magnesium, iron,
hydroxide and silicate.
serpentinite ............. a rock comprised of one or more serpentine minerals. Minerals in this group
are formed by serpentinization, a hydration and metamorphic transformation
of ultramafic rock from the Earth’s mantle.
serpentinized ............ a product of hydrated olivine.
A-3

sulphides ...............
tailings .................
tailings dam .............
minerals that are compounds of sulphur together with another element (such
as iron, copper, lead and zinc).
finely ground material remaining from ore when metal is removed.
an enclosed area to which slurry is transported and in which the solids settle
while the liquids may be withdrawn.
tholeiitic ................ a type of basalt.
ultramafic .............. igneous rocks consisting essentially of ferro-magnesian minerals with trace
quartz and feldspar.
veinlets ................ a tabular deposit of minerals occupying a fracture, in which particles may
grow away from the walls towards the middle.
violarite ................ supergene sulfide mineral associated with the weathering and oxidation of
primary pentlandite nickel sulfide ore minerals.
VTEM ................. Versatile Time Domain Electromagnetics — a type of geophysical survey
used to explore for massive sulphide deposits.
A-4

Mirabela Nickel Limited
Consolidated Financial Statements
for the
Fiscal Year Ended June 30, 2006 and Sixteen Month Period Ended June 30, 2005
F-1

AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF
MIRABELA NICKEL LIMITED
To the Board of Directors of Mirabela Nickel Limited (the ‘‘Company’’)
We have audited the accompanying Consolidated Financial Statements of Mirabela Nickel Limited and its
controlled entity (‘‘the Consolidated Entity’’), which comprises the balance sheet as at June 30, 2006 and
June 30, 2005, and the income statements, statements of changes in equity and statements of cash flow for the
year ended on June 30, 2006 and sixteen month period ended June 30, 2005, a summary of significant accounting
policies and other explanatory notes 1 to 26 set out on pages F-8 to F-37.
Directors’ Responsibility for the Financial Report
The directors of the Company are responsible for the preparation and fair presentation of the financial
report in accordance with International Financial Reporting Standards. This responsibility includes designing,
implementing and maintaining internal control relevant to the preparation and fair presentation of the financial
report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate
accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Consolidated Financial Statements based on our audit.
We conducted our audit in accordance with International Standards on Auditing. These Auditing Standards
require that we comply with relevant ethical requirements relating to audit engagements and plan and perform
the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
Consolidated Financial Statements. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In
making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair
presentation of the Consolidated Financial Statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of
the Consolidated Financial Statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Auditor’s Opinion
In our opinion the Consolidated Financial Statements give a true and fair view of the consolidated financial
position of the Consolidated Entity as at June 30, 2006 and June 30, 2005, and of its consolidated financial
performance and its consolidated cash flows for the year ended June 30, 2006 and sixteen month period ended
June 30, 2005 in accordance with International Financial Reporting Standards.
KPMG
(Signed) Trevor Hart
Partner
Perth, Australia
April 23, 2007
F-2

AUDITOR’S REPORT IN RESPECT OF COMPATIBILITY WITH CANADIAN GAAS
To the Board of Directors of Mirabela Nickel Limited (the ‘‘Company’’)
In accordance with the requirement contained in National Instrument 52-107 we report below on the
compatibility of Canadian Generally Accepted Auditing Standards (‘‘Canadian GAAS’’) and International
Standards on Auditing.
This report is made solely to the Company’s directors, as a body. Our audit work has been undertaken so
that we might state to the Company’s directors those matters we are required to state to them in the auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company’s directors as a body, for our audit work, for this report, or for
the opinions we have formed.
We conducted our audit for the year ended June 30, 2006 and sixteen month period ended June 30, 2005 in
accordance with International Standards on Auditing. There are no material differences in the form or content
of our report (except as noted below) as compared to an auditor’s report prepared in accordance with Canadian
GAAS and if this report was prepared in accordance with Canadian GAAS it would not contain a reservation.
In Canada, reporting standards for auditors require that an auditor’s opinion state that the consolidated
financial statements of the company present fairly, in all material respects, the financial position of the company
and its results of operations and cash flows. In Australia, reporting standards for auditors require that an
auditor’s opinion state that the consolidated financial statements of a company give a true and fair view of the
state of the consolidated entity’s affairs and of its profit for the year. In all other respects, there are no material
differences in the form and content of the above noted auditor’s report.
KPMG
(Signed) Trevor Hart
Partner
Perth, Australia
April 23, 2007
F-3

MIRABELA NICKEL LIMITED
INCOME STATEMENTS
For the year ended 30 June 2006
Consolidated
The Company
Notes 2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Professional fees ...................................... 5 (69,735) (82,924) (60,497) (42,256)
Personnel expenses .................................... 4 (409,765) (77,915) (389,181) (77,915)
Contractor expenses ................................... (278,609) (254,336) (278,609) (254,336)
Depreciation expense ................................... 11 (28,311) (26,545) (21,031) (24,211)
Exploration expenditure ................................. — (13,325) (2,613,375) (926,876)
Property lease and overheads .............................. (164,895) (195,663) (164,895) (198,798)
Printing, stationery and postage ............................ (62,311) (5,458) (62,311) (5,458)
Other ............................................ (67,001) (51,065) (65,151) (44,355)
Results from operating activities ........................... (1,080,627) (707,231) (3,655,050) (1,574,205)
Financial Income ..................................... 3 161,918 86,490 161,893 88,877
Financial Expenses .................................... — — — —
Net financing income ................................... 161,918 86,490 161,893 88,877
Profit/(loss) before tax .................................. (918,709) (620,741) (3,493,157) (1,485,328)
Income tax expense .................................... 6 (7,051) — (7,051) —
Profit/(loss) for the year attributable to equity holders of the parent ..... (925,760) (620,741) (3,500,208) (1,485,328)
Loss per share for profit attributable to the ordinary equity holders of the
Company:
Basic loss per share (cents per share) ........................ 7 (2.13) (2.20)
Diluted loss per share (cents per share) ....................... 7 (2.13) (2.20)
The accompanying notes form part of these financial statements.
Comparative information is for the 16 month period ending 30 June 2005.
F-4

MIRABELA NICKEL LIMITED
STATEMENTS OF CHANGES IN EQUITY
For the year ended 30 June 2006
Consolidated
For the year ended 30 June 2006 Note Issued capital Accumulated losses Reserves Total equity
(AUD) (AUD) (AUD) (AUD)
Balance at 1 July 2005 ........................ 6,447,097 (620,741) 469,624 6,295,980
Equity settled share based payment transactions ........ — — 242,339 242,339
Share issue net of issue costs .................... 16 13,615,417 — — 13,615,417
Effect of translation of foreign operations to group
presentation currency ........................ — — 1,261,357 1,261,357
Net loss for the period ........................ — (925,760) — (925,760)
Balance at 30 June 2006 ....................... 20,062,514 (1,546,501) 1,973,320 20,489,333
Consolidated
For the year ended 30 June 2005 Note Issued capital Accumulated losses Reserves Total equity
(AUD) (AUD) (AUD) (AUD)
Opening balance as at 1 April 2004 ................ — — — —
Share issue net of issue costs .................... 16 6,447,097 — — 6,447,097
Effect of translation of foreign operations to group
presentation currency ........................ — — 468,904 468,904
Option issues — 3,600,000 options exercisable at 20c on or
before 31 May 2008 ......................... — — 720 720
Net loss for the period ........................ — (620,741) — (620,741)
Balance at 30 June 2005 ....................... 6,447,097 (620,741) 469,624 6,295,980
The Company
For the year ended 30 June 2006 Note Issued capital Accumulated losses Reserves Total equity
(AUD) (AUD) (AUD) (AUD)
Balance at 1 July 2005 ........................ 6,447,097 (1,485,328) 720 4,962,489
Equity settled share based payment transactions ........ — — 242,339 242,339
Share issue net of issue costs .................... 16 13,615,417 — — 13,615,417
Net loss for the period ........................ — (3,500,208) — (3,500,208)
Balance at 30 June 2006 ....................... 20,062,514 (4,985,536) 243,059 15,320,037
The Company
For the year ended 30 June 2005 Note Issued capital Accumulated losses Reserves Total equity
(AUD) (AUD) (AUD) (AUD)
Opening balance as at 1 April 2004 ................ — — — —
Share issue net of issue costs .................... 16 6,447,097 — — 6,447,097
Option issues — 3,600,000 options exercisable at 20c on or
before 31 May 2008 ......................... — — 720 720
Net loss for the period ........................ — (1,485,328) — (1,485,328)
Balance at 30 June 2005 ....................... 6,447,097 (1,485,328) 720 4,962,489
The accompanying notes form part of these financial statements.
Comparative information is for the 16 month period ending 30 June 2005.
F-5

MIRABELA NICKEL LIMITED
BALANCE SHEETS
For the year ended 30 June 2006
Consolidated
The Company
Notes 2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Assets
Cash and cash equivalents ............................. 8 6,427,797 1,762,998 6,015,625 1,736,806
Trade and other receivables ............................ 9 767,535 87,055 156,934 71,148
Total current assets ................................... 7,195,332 1,850,053 6,172,559 1,807,954
Investments ...................................... 10 — — 9,488,366 3,283,085
Property, plant and equipment .......................... 11 286,718 118,663 126,531 99,023
Exploration and evaluation expenditure ..................... 12 13,494,371 4,555,681 — —
Total non-current assets ................................ 13,781,089 4,674,344 9,614,897 3,382,108
Total assets ........................................ 20,976,421 6,524,397 15,787,456 5,190,062
Liabilities
Trade and other payables .............................. 13 474,539 228,417 454,870 227,573
Provisions ........................................ 15 12,549 — 12,549 —
Total current liabilities ................................. 487,088 228,417 467,419 227,573
Total liabilities ...................................... 487,088 228,417 467,419 227,573
Net assets ......................................... 20,489,333 6,295,980 15,320,037 4,962,489
Equity
Issued capital ..................................... 16 20,062,514 6,447,097 20,062,514 6,447,097
Reserves ........................................ 17 1,973,320 469,624 243,059 720
Accumulated losses .................................. (1,546,501) (620,741) (4,985,536) (1,485,328)
Total equity ........................................ 20,489,333 6,295,980 15,320,037 4,962,489
The accompanying notes form part of these financial statements.
F-6

MIRABELA NICKEL LIMITED
STATEMENTS OF CASH FLOWS
For the year ended 30 June 2006
Consolidated
The Company
Notes 2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Cash flows from operating activities
Cash paid to suppliers and employees ....................... (1,279,511) (486,546) (3,227,322) (1,377,130)
Net cash from operating activities ......................... 22 (1,279,511) (486,546) (3,227,322) (1,377,130)
Cash flows from investing activities
Acquisition of property, plant and equipment .................. (191,075) (155,861) (48,539) (136,559)
Payment for exploration and evaluation expenditure .............. (7,631,768) (4,178,948) —
Payments for investments in controlled entities ................. — — (6,222,631) (3,283,085)
Cash acquired on acquisition of subsidiary .................... — 50,766 — —
Net cash from investing activities ......................... (7,822,843) (4,284,043) (6,271,170) (3,419,644)
Cash flows from financing activities
Proceeds from the issue of share capital ..................... 13,677,500 6,797,000 13,677,500 6,797,000
Share issue costs .................................... (62,082) (349,903) (62,082) (349,903)
Interest received .................................... 161,918 86,490 161,893 86,483
Net cash from financing activities ......................... 13,777,336 6,533,587 13,777,311 6,533,580
Net increase in cash and cash equivalents .................... 4,674,982 1,762,998 4,278,819 1,736,806
Cash and cash equivalents at 1 July ........................ 8 1,762,998 — 1,736,806 —
Effect of exchange rate fluctuations on cash held ................ (10,183) — — —
Cash and cash equivalents at 30 June ....................... 8 6,427,797 1,762,998 6,015,625 1,736,806
The accompanying notes form part of these financial statements.
Comparative information is for the 16 month period ending 30 June 2005.
F-7

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS
For the year ended 30 June 2006
1. SIGNIFICANT ACCOUNTING POLICIES
Mirabela Nickel Limited (the ‘‘Company’’) is a company domiciled in Australia. The consolidated financial report of the Company for
the financial year ended 30 June 2006 comprise the Company and its subsidiary (together referred to as the ‘‘consolidated entity’’).
The financial report was authorised for issue by the directors on 29th September 2006.
(a) Statement of Compliance
The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting
Standards (‘‘AASBs’’) adopted by the Australian Accounting Standards Board (‘‘AASB’’) and the Corporations Act 2001.
International Financial Reporting Standards (‘‘IFRSs’’) form the basis of Australian Accounting Standards (‘‘AASBs’’) adopted by
the AASB, and for the purpose of this report are called Australian equivalents to IFRS (‘‘AIFRS’’) to distinguish from previous
Australian GAAP. The financial report of the consolidated entity also complies with IFRSs and interpretations adopted by the
International Accounting Standards Board.
This is the consolidated entity’s first financial report prepared in accordance with Australian Accounting Standards, being AIFRS
and IFRS, and AASB 1 First-Time Adoption of Australian Equivalents to International Financial Reporting Standards has
been applied.
An explanation of how the transition to AIFRSs has affected the reported financial position, financial performance and cash flows
of the consolidated entity and the Company is provided in note 27. This note includes reconciliations of equity and profit or loss for
comparative periods reported under Australian GAAP (previous GAAP) to those reported for those periods under AIFRSs.
(b) Basis of Preparation
The financial report is prepared on the historical cost basis except that the following assets and liabilities are stated at their fair
value: derivative financial instruments, financial instruments held for trading, financial instruments classified as available-for-sale
and investment properties.
The preparation of a financial report in conformity with Australian Accounting Standards requires management to make
judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income
and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
These accounting policies have been consistently applied by each entity in the consolidated entity.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods
if the revision affects both current and future periods.
Judgments made by management in the application of AIFRS that have significant effects on the financial statements and
estimates with a significant risk of material adjustments in the next year are disclosed, where applicable, in the relevant notes to the
financial statements.
The accounting policies set out below have been applied consistently to all periods presented in the consolidated financial report
and in preparing an opening AIFRS balance sheet at 1 July 2004 for the purposes of the transition to Australian Accounting
Standards — AIFRS.
Accounting Standards available for early adoption but not yet effective.
Australian Accounting Standards recently issued or amended available for early adoption but not yet effective have not been
adopted for the annual reporting period ended 30 June 2006.
No charges to current accounting policies are anticipated on adoption of these standards or amendments, with the exception of
AASB 2005 — 9 Amendments to Australian Accounting Standards (September, 2005) which requires that liabilities arising from the
issue of financial guarantee contracts are recognised in the balance sheet.
AASB 2005-9 is applicable for annual reporting periods beginning on or after 1 January 2006.
The initial application of the AASB 2005-9 could have impact on the financial results of the Company and the consolidate entity as
the amendment could result in liabilities being recognised for financial guarantee contracts that have been provided by the
Company and the consolidated entity. However, the quantification of the impact is not known or reasonably estimatable in the
F-8

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
1. SIGNIFICANT ACCOUNTING POLICIES (Continued)
current financial year as an exercise to quantify the financial impact has not been undertaken by the Company and the consolidated
entity to date.
The accounting policies have been consistently applied by the group to all periods presented in these financials statements, except
for the adoption of AASB 132 Financial Instruments: Disclosure and Presentation, and AASB 139 Financial instruments: Recognition
and Measurement. The Group has continued to apply its previous GAAP in the preparation and presentation of the comparative
information.
(c)
Basis of consolidation
(i)
Subsidiaries
Subsidiaries are entities controlled by the Company. Control exits when the Company has the power, directly or indirectly, to
govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential
voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control commences until the date that control ceases.
Investments in subsidiaries are carried at their cost of acquisition in the Company’s financial statements.
(ii) Transactions eliminated on consolidation
Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are
eliminated in preparing the consolidated financial statements.
(d) Foreign currency
(i)
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies at the balance sheet date are translated to Australian dollars at the foreign
exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated
at fair value are translated to Australian dollars at foreign exchange rates ruling at the dates the fair value was determined.
(ii) Financial statements of foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are
translated to Australian dollars at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign
operations, excluding foreign operations in hyperinflationary economies, are translated to Australian dollars at rates approximating
to the foreign exchange rates ruling at the dates of the transactions. The revenues and expenses of foreign operations in
hyperinflationary economies are translated to Australian dollars at the foreign exchange rates ruling at the balance sheet date.
Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity.
Prior to translating the financial statements of foreign operations in hyperinflationary economies, the financial statements,
including comparatives, are restated to account for changes in the general purchasing power of the local currency. The restatement
is based on relevant price indices at the reporting date.
(iii) Net investment in foreign operations
Exchange differences arising from the translation of the net investment in foreign operations, and of related hedges are taken to
translation reserve. They are released into the income statement upon disposal.
In respect of all foreign operations, any differences that have arisen after 1 July 2004, the date of transition to AIFRS, are
presented as a separate component of equity.
(e)
Property, plant and equipment
(i)
Owned assets
Items of property, plant and equipment are stated at cost or less accumulated depreciation (see below) and impairment losses
(see accounting policy (i)). The cost of self-constructed assets includes the cost of materials, direct labour, and an appropriate
proportion of production overheads. The cost of self-constructed assets and acquired assets includes the cost of materials, direct
F-9

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
1. SIGNIFICANT ACCOUNTING POLICIES (Continued)
labour, the initial estimate, where relevant, of the costs of dismantling and moving the items and restoring the site on which they
are located, and an appropriate proportion of production overheads.
Mining property and development assets include costs transferred from exploration and evaluation assets once technical feasibility
and commercial viability of an area of interest are demonstrable and subsequent costs to develop the mine to the production phase.
(ii) Subsequent costs
The consolidated entity recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of
such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the
consolidated entity and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an
expense as incurred.
(iii) Depreciation
With the exception of freehold land and mining property and development assets, depreciation is charged to the income statement
using a diminishing value method over the estimated useful lives of each part of an item of property, plant and equipment. Land is
not depreciated. Mining property and development assets are depreciated on the units of production basis over the life of the
economically recoverable reserves.
The estimated useful lives in the current and comparative periods are as follows:
Plant and equipment
2.5 to 10 years
The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually.
(f)
Exploration Expenditure
Exploration and evaluation costs, which are all intangible costs, including the costs of acquiring licences, are capitalised as
exploration and evaluation assets on an area of interest basis. Costs incurred before the consolidated entity has obtained the legal
rights to explore an area are recognised in the income statement.
Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either:
(i)
the expenditures are expected to be recouped through successful development and exploitation of the area of interest; or
(ii) activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable assessment of
the existence or other wise of economically recoverable reserves and active and significant operations in, or in relation to,
the area of interest are continuing.
Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and
commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount
(see impairment accounting policy (i)). For the purposes of impairment testing, exploration and evaluation assets are allocated to
cash-generating units to which the exploration activity relates. The cash generating unit shall not be larger than the area of interest.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are
demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then
reclassified from intangible assets to mining property and development assets within property, plant and equipment.
(g) Other receivables
Other receivables are recorded at amounts due less any allowance for doubtful debts.
(h) Cash and cash equivalents
Cash and cash equivalents comprise cash balances, short term bills and call deposits. Bank overdrafts that are repayable on demand
and form an integral part of the consolidated entity’s cash management are included as a component of cash and cash equivalents
for the purpose of the statement of cash flows.
(i)
Impairment
The carrying amounts of the consolidated entity’s assets, other than exploration assets (see accounting policy f), and deferred tax
assets, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication
exists, the asset’s recoverable amount is estimated (see accounting policy (i)).
F-10

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
1. SIGNIFICANT ACCOUNTING POLICIES (Continued)
For goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable
amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable
amount. Impairment losses are recognised in the income statement unless the asset has previously been revalued, in which case the
impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through profit
or loss.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill
allocated to the cash-generating unit (group of units) and then, to reduce the carrying amount of the other assets in the unit (group
of units) on a pro rata basis.
(i)
Calculation of recoverable amount
The recoverable amount of the consolidated entity’s investments in held-to-maturity securities and receivables carried at amortised
cost is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (i.e. the
effective interest rate computed at initial recognition of these financial assets). Receivables with a short duration are
not discounted.
Impairment of receivables is not recognised until objective evidence is available that a loss event has occurred. Significant
receivables are individually assessed for impairment. Impairment testing of significant receivables that are not assessed as impaired
individually is performed by placing them into portfolios of significant receivables with similar risk profiles and undertaking a
collective assessment of impairment. Non-significant receivables are not individually assessed. Instead, impairment testing is
performed by placing non-significant receivables in portfolios of similar risk profiles, based on objective evidence from historical
experience adjusted for any effects of conditions existing at each balance date.
The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent
cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
(ii) Reversals of impairment
Impairment losses, other than in respect of goodwill, are reversed when there is an indication that the impairment loss may no
longer exist and there has been a change in the estimate used to determine the recoverable amount.
An impairment loss in respect of goodwill is not reversed.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
(j)
Share capital
(i)
Dividends
Dividends on redeemable preference shares are recognised as a liability and expressed on an effective interest yield basis. Other
dividends are recognised as a liability in the period in which they are declared.
(ii) Transaction costs
Transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit.
(k) Employee Benefits
(i)
Share-based payment transactions
The directors may, at their discretion, issue options to employees or consultants of the Company or consolidated entity as part of
their compensation arrangement. The fair value of options granted is recognised as an employee or consultant’s expense with a
corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees
become unconditionally entitled to the options. The fair value of the options granted is measured using a binomial option-pricing
model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is
adjusted to reflect the actual number of share options that vest except where forfeiture is only due to share prices not achieving the
threshold for vesting.
F-11

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
1. SIGNIFICANT ACCOUNTING POLICIES (Continued)
(ii) Wages, salaries and annual leave
Liabilities for employee benefits for wages, salaries and annual leave that are expected to be settled within 12 months of the
reporting date represent present obligations resulting from employees’ services provided to reporting date, are calculated at
undiscounted amounts based on remuneration wage and salary rates that the consolidated entity expects to pay as at reporting date
including related on-costs, such as workers compensation insurance and payroll tax.
(l)
Provisions
A provision is recognised in the balance sheet when the consolidated entity has a present legal or constructive obligation as a result
of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is
material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and, when appropriate, the risks specific to the liability.
(i)
Site restoration
In accordance with the consolidated entity’s published environmental policy and applicable legal requirements, a provision for site
restoration in respect of contaminated land is recognised when the land is contaminated.
The provision is the best estimate of the present value of the expenditure required to settle the restoration obligation at the
reporting date, based on current legal requirements and technology. Future restoration costs are reviewed annually and any
changes are reflected in the present value of the restoration provision at the end of the reporting period.
The amount of the provision for future restoration costs is capitalised and is depreciated over the useful life of the mineral reserve.
The unwinding of the effect of discounting on the provision is recognised as a finance cost.
(m) Trade and other payables
Trade and other payables are non-interest bearing liabilities stated cost and settled within 30 days.
(n) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be
reliably measured.
(i)
Net financial income
Net financial income comprise interest payable on borrowings calculated using the effective interest method, dividends on
preference shares classified as liabilities, interest receivable on funds invested, dividend income, foreign exchange gains and losses,
and gains and losses on hedging instruments that are recognised in the income statement.
Interest income is recognised in the income statement as it accrues, using the effective interest method. Dividend income is
recognised in the income statement on the date the entity’s right to receive payments is established which in the case of quoted
securities is the ex-dividend date. The interest expense component of finance lease payments is recognised in the income statement
using the effective interest method.
(o) Income tax
Income tax on the income statement for the periods presented comprises current and deferred tax. Income tax is recognised in the
income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the
balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the
asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be
realised, or to the extent that the group has deferred tax liabilities with the same taxation authority.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the
related dividend.
F-12

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
1. SIGNIFICANT ACCOUNTING POLICIES (Continued)
(p) Segment reporting
A segment is a distinguishable component of the consolidated entity that is engaged either in providing products or services
(business segment), or in providing products or services within a particular economic environment (geographical segment), which is
subject to risks and rewards that are different from those of other segments.
(q) Goods and Services Tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST
incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of
acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to,
the ATO is included as a current asset or liability in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing
and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.
2. SEGMENT INFORMATION
During the year Mirabela Nickel Limited operated in one business segment — mineral exploration, and in one geographical area —
Brazil.
3. NET FINANCIAL INCOME
Consolidated The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Interest received .............................................. 161,918 86,490 161,893 86,483
Foreign exchange gain ........................................... — — — 2,394
Net financial income ............................................ 161,918 86,490 161,893 88,877
4. PERSONNEL EXPENSES
Consolidated The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Wages and salaries ............................................. 107,426 17,915 86,842 17,915
Directors fees ................................................ 60,000 60,000 60,000 60,000
Share-based payments ........................................... 242,339 — 242,339 —
409,765 77,915 389,181 77,915
F-13

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
5. PROFESSIONAL FEES
Consolidated The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Auditors of the Company
KPMG Australia:
Audit and review of financial reports .................................. 33,683 22,090 33,683 22,090
Other assurance services .......................................... 16,639 — 16,639 —
Total auditors’ remuneration ....................................... 50,322 22,090 50,322 22,090
Other professional fees ........................................... 19,413 60,834 10,175 20,166
Total professional fees ........................................... 69,735 82,924 60,497 42,256
6. INCOME TAX EXPENSE
Consolidated The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Current tax expense
Current year ................................................. 7,051 — 7,051 —
Adjustments for prior years ........................................ — — — —
7,051 — 7,051 —
Deferred tax expense
Origination and reversal of temporary differences .......................... — — — —
— — — —
Total income tax expense in income statement ............................ 7,051 — 7,051 —
Attributable to:
Continuing operations ........................................... 7,051 — 7,051 —
Discontinuing operations ......................................... — — — —
7,051 — 7,051 —
Numerical reconciliation between tax expense and pre-tax net profit
Consolidated
The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Profit/(loss) before tax- continuing operations ....................... (918,709) (620,741) (3,493,157) (1,485,328)
Profit/(loss) before tax- discontinued operations ...................... — — — —
Profit/(loss) before tax ...................................... (918,709) (620,741) (3,493,157) (1,485,328)
Income tax using the domestic corporation tax rate of 30% (2005: 30%) ...... (275,613) (186,222) (1,049,947) (445,598)
Increase in income tax expense due to:
Non-deductible expenses .................................... 299,858 203,416 1,074,192 462,792
Effect of tax losses previously unrecognised ......................... (17,194) — (17,194) —
Under/(over) provided in prior years ............................. — (17,194) — (17,194)
Income tax expense on pre-tax net profit .......................... 7,051 — 7,051 —
F-14

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
7. EARNINGS PER SHARE
Basic loss per share
The calculation of basic loss per share at 30 June 2006 was based on the loss attributable to ordinary shareholders of $925,760 (2005:
$620,741) and a weighted average number of ordinary shares outstanding during the financial year ended 30 June 2006 of 43,387,986
(2005: 28,271,014), calculated as follows:
Loss attributable to ordinary shareholders
Consolidated
2006 2005
(AUD) (AUD)
Loss attributable to ordinary shareholders ........................................... (925,760) (620,741)
Weighted average number of ordinary shares
Consolidated
Note 2006 2005
Issued ordinary shares at 1 July ........................................ 37,161,000 —
Effect of issue of shares to 30 June 2005 ................................... — 28,271,014
Effect of October 2005 share issue ....................................... 1,458,630 —
Effect of December 2005 share issue ..................................... 536,986 —
Effect of February 2006 share issue ...................................... 789,041 —
Effect of February 2006 share issue ...................................... 2,087,671 —
Effect of April 2006 share issue ........................................ 1,164,384 —
Effect of May 2006 options conversion to ordinary shares ........................ 62,877 —
Effect of May 2006 share issue ......................................... 123,288 —
Effect of June 2006 options conversion to ordinary shares ........................ 4,110 —
Weighted average number of ordinary shares at 30 June ......................... 43,387,987 28,271,014
Basic loss per share
Consolidated
2006 2005
(AUD) (AUD)
Basic loss per share (cents per share) ............................................. (2.13) (2.20)
8. CASH AND CASH EQUIVALENTS
Consolidated
The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Cash at bank and on hand ................................... 1,107,978 1,762,998 695,806 1,736,806
Call deposits ............................................ 5,319,819 — 5,319,819 —
Cash and cash equivalents in the statement of cash flows ................ 6,427,797 1,762,998 6,015,625 1,736,806
F-15

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
9. TRADE AND OTHER RECEIVABLES
Consolidated The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Current
Trade receivables .............................................. 70,998 38,685 68,143 31,722
Other receivables and prepayments ................................... 696,537 48,370 88,791 39,426
767,535 87,055 156,934 71,148
At 30 June 2006, other receivables include Brazilian withholding taxes of $525,593 (2005: $49,365). Other receivables and prepayments
are non-interest bearing and are settled within 12 months.
10. INVESTMENTS
Consolidated
The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Investments in controlled entity — at cost .......................... — — 9,488,366 3,283,085
Mirabela Mineracao Brasil Ltda (100%)
— — 9,488,366 3,283,085
11. PROPERTY, PLANT AND EQUIPMENT
Consolidated The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Plant and equipment at cost .................................... 342,436 145,576 171,773 123,234
Less: Accumulated depreciation .................................. (55,718) (26,913) (45,242) (24,211)
Total property, plant and equipment ............................... 286,718 118,663 126,531 99,023
Reconciliation of carrying amount of property, plant and equipment
Consolidated The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Plant and equipment at cost
Balance at the beginning of the year .............................. 145,576 — 123,234 —
Acquisitions ............................................. 190,847 142,536 48,539 123,234
Effect of movements in foreign exchange ........................... 6,013 3,040 — —
Balance at the end of the year .................................. 342,436 145,576 171,773 123,234
Plant and equipment — depreciation and impairment losses
Balance at the beginning of the year .............................. (26,913) — (24,211) —
Depreciation charge for the year ................................ (28,311) (26,545) (21,031) (24,211)
Effect of movements in foreign exchange ........................... (494) (368) —
Balance at the end of the year .................................. (55,718) (26,913) (45,242) (24,211)
Carrying amounts
Balance at the beginning of the year .............................. 118,663 — 99,023 —
Balance at the end of the year ................................. 286,718 118,663 126,531 99,023
F-16

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
12. EXPLORATION AND EVALUATION EXPENDITURE
Consolidated The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Balance at the beginning of the year .............................. 4,555,681 — — —
Exploration properties acquired ................................. — 176,777 — —
Expenditure incurred during the year .............................. 8,631,863 4,378,904 — —
Effect of movements in foreign exchange ............................ 306,827 — — —
Balance at the end of the year .................................. 13,494,371 4,555,681 — —
The recoverability of the carrying amounts of exploration and evaluation assets is dependent on the successful development and
commercial exploitation or sale of the respective area of interest.
13. TRADE AND OTHER PAYABLES
Consolidated The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Trade payables ............................................... 273,901 216,839 273,901 216,839
Other payables and accrued expenses ................................. 200,638 11,578 180,969 10,734
474,539 228,417 454,870 227,573
Trade and other payables are non-interest bearing liabilities stated at cost and settled within 30 days.
14. EMPLOYEE BENEFITS
Consolidated The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Salaries and wages accrued ....................................... 4,562 734 4,562 734
Liability for long service leave ..................................... 5,498 — 5,498 —
10,060 734 10,060 734
F-17

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
14. EMPLOYEE BENEFITS (Continued)
Share-based payments
a) Option Plans
At 28 April 2005, the consolidated entity established share option programmes that entitle key management personnel and
consultants to purchase shares in the entity. At 24 April 2006, a further grant on similar terms has been offered to the consultants.
In accordance with these programmes options are exercisable at the market price of the shares at the date of grant.
The terms and conditions of the grants are as follows, whereby all options are settled by physical delivery of shares:
Contractual
Number of
life of
Grant Date Employee Entitled instruments Vesting conditions options
25 May 2005 Consultants Options .... 800,000 Pro-rata over 2 years ................ 4 years
25 May 2005 Consultants Options .... 400,000 Pro-rata over 3 years ................ 4 years
16 June 2005 Directors’ Options ...... 100,000 The first commercial shipment of saprolite ore
Nick Poll by the company .................... 4 years
16 June 2005 Directors’ Options ...... 100,000 Completion of a bankable feasibility study on
Nick Poll the Santa Rita nickel project ............ 4 years
16 June 2005 Directors’ Options ...... 200,000 Completion of financing for the development
Nick Poll of Santa Rita project ................ 4 years
24 April 2006 Consultants Options .... 200,000 Probable reserve and mine design ........ 4 years
24 April 2006 Consultants Options .... 250,000 Project financing (debt and equity) ........ 4 years
24 April 2006 Consultants Options .... 200,000 Completion of EPCM contract .......... 4 years
24 April 2006 Consultants Options .... 50,000 Flow sheet design .................. 4 years
24 April 2006 Consultants Options .... 150,000 Six months remaining on the project ....... 4 years
24 April 2006 Consultants Options .... 150,000 Twelve months remaining on the project .... 4 years
Total share options ..... 2,600,000
Set out below are the summaries of options granted under the plan:
Consolidated and parent entity — 2006
Vested and
Balance at Granted Exercised Forfeited Balance exercisable
Exercise start of the during the during the during the at end of at end of
Grant date Expiry date price year year year year the year the year
Number Number Number Number Number Number
25/05/2005 ........ 30/06/2009 $0.60 1,200,000 — — — 1,200,000 1,106,250
16/06/2005 ........ 30/06/2009 $0.60 400,000 — — — 400,000 —
24/04/2006 ........ 30/04/2010 $0.95 — 1,000,000 — — 1,000,000 —
1,600,000 1,000,000 — — 2,600,000 1,106,250
Weighted average exercise price .......... $ 0.60 $ 0.95 $ 0.73 $ 0.60
F-18

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
14. EMPLOYEE BENEFITS (Continued)
Consolidated and parent entity — 2005
Vested and
Balance at Granted Exercised Forfeited Balance at exercisable at
Exercise start of the during the during the during the end of the end of the
Grant date Expiry date price year year year year year year
Number Number Number Number Number Number
25/05/2005 ...... 30/06/2009 $0.60 — 1,200,000 — — 1,200,000 —
16/06/2005 ...... 30/06/2009 $0.60 — 400,000 — — 400,000 —
— 1,600,000 — — 1,600,000 —
Weighted average exercise price ........ $ 0.60 $ 0.60
The options outstanding at 30 June 2006 have an exercise price in the range of $0.60 to $0.95 and a weighted average contractual life of
four years.
During the financial year, no options issued under the plan were exercised (2005: nil).
The fair value of services received in return for share options granted are measured by reference to the fair value of share options
granted. The estimate of the fair value of the services received is measured based on the binominal option-pricing model. The
contractual life of the option is used as an input into this model. Expectations of early exercise are incorporated into the binominal
option-pricing model.
Consultant Director Consultant
options options options
issued on issued on issued on
25 May 2005 16 June 2005 24 April 2006
Fair value at measurement date ($) .............................. 0.3811 0.3811 0.4139
Share price ............................................. 54 54 92
Exercise price ............................................ 60 60 95
Expected volatility
(expressed as weighted average volatility used in the modelling under binominal
option-pricing model) ...................................... 100 100 75
Option life
(expressed as weighted average life used in the modelling under binominal optionpricing
model) .......................................... 4 years 4 years 4 years
Expected dividends ........................................ — — —
Risk-free interest rate
(based on national government bonds) ........................... 5.305 5.305 5.750
The expected volatility is based on the historic volatility (calculated based on the weighted average remaining life of the share options),
adjusted for any expected changes to future volatility due to publicly available information.
Share options are granted under a service condition and, for grants to key management personnel, market and non-market performance
conditions. Non-market performance conditions are not taken into account in the grant date fair value measurement of the services
received.
b) Expenses arising from share-based transactions
Consolidated The Company
2006 2005 2006 2005
AUD AUD AUD AUD
Share options granted in 2005 — equity settled ............................ 31,335 — 31,335 —
Share options granted in 2006 — equity settled ............................ 211,004 — 211,004 —
Total expense recognised as employee costs .............................. 242,339 — 242,339 —
F-19

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
15. PROVISIONS
Consolidated The Company
2006 2005 2006 2005
AUD AUD AUD AUD
Annual leave provision-current
Balance at the commencement of the financial period ........................ — — — —
Provision made during the financial period ............................... 5,498 — 5,498 —
Balance at 30 June .............................................. 5,498 — 5,498 —
Provision for income tax
Balance at the commencement of the financial period ........................ — — — —
Provision made during the financial period ............................... 7,051 — 7,051 —
Balance at 30 June .............................................. 7,051 — 7,051 —
12,549 — 12,549 —
16. CONTRIBUTED EQUITY
Share capital
The Company
Number of securities Value in AUD
2006 2005 2006 2005
Ordinary shares ........................................ 65,950,000 37,150,000 20,687,000 6,786,000
Performance shares ...................................... — 11,000 — 11,000
Share issue cost ........................................ — (624,486) (349,903)
Total paid up capital ..................................... 65,950,000 37,161,000 20,062,514 6,447,097
Movement in share capital for the period ended 30 June 2005
Number of
Ordinary shares shares Issue price AUD
Balance at incorporation .............................. — —
4 March 2004 Issue of ordinary shares fully paid ......................... 21,000,000 $0.001 21,000
19 April 2004 Issue of ordinary shares fully paid ......................... 1,000,000 $0.001 1,000
4 May 2004 Cancellation/conversion of ordinary shares ................... (11,000,000) $0.001 (11,000)
6 May 2004 Issue of ordinary shares fully paid ......................... 4,500,000 $0.100 450,000
9 July 2004 Issue of ordinary shares fully paid ......................... 15,000,000 $0.200 3,000,000
31 March 2005 Issue of ordinary shares fully paid ......................... 4,500,000 $0.500 2,250,000
25 May 2005 Issue of ordinary shares fully paid ......................... 2,150,000 $0.500 1,075,000
30 June 2005 Closing balance .................................... 37,150,000 6,786,000
Convertible performance shares
Balance at incorporation .............................. — —
4 May 2004 Issue of performance shares fully paid ...................... 11,000 $1.000 11,000
30 June 2005 . Closing balance 11,000 11,000
Less:
Share issue costs ................................... (349,903)
6,447,097
F-20

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
16. CONTRIBUTED EQUITY (Continued)
Movement in share capital for the year ended 30 June 2006
Number of
Ordinary shares shares Issue price AUD
1 July 2005 Opening balance ................................ 37,150,000 6,786,000
31 October 2005 Issue of ordinary shares fully paid ..................... 2,200,000 $0.600 1,320,000
16 December 2005 Issue of ordinary shares fully paid ..................... 1,000,000 $0.800 800,000
6 February 2006 Issue of ordinary shares fully paid ..................... 2,000,000 $0.850 1,700,000
23 February 2006 Issue of ordinary shares fully paid ..................... 6,000,000 $0.800 4,800,000
27 February 2006 Conversion of 11,000 performance shares ................. 11,000,000 $0.001 11,000
6 April 2006 Issue of ordinary shares fully paid ..................... 5,000,000 $0.850 4,250,000
10 May 2006 Conversion of options ............................. 450,000 $0.200 90,000
16 May 2006 Issue of ordinary shares fully paid ..................... 1,000,000 $0.900 900,000
20 June 2006 Conversion of options ............................. 150,000 $0.200 30,000
30 June 2006 Closing balance ................................. 65,950,000 20,687,000
Convertible performance shares
1 July 2005 Opening balance ................................ 11,000 11,000
Converted to ordinary shares ......................... (11,000) (11,000)
30 June 2006 Closing balance ................................. — —
Less share issue costs:
Opening balance ................................ (349,903)
Current year costs ............................... (274,583)
Share issue costs at the end of the year .................. (624,486)
20,062,514
Options on issue
Options
The Company
Value in
Number of securities AUD
2006 2005 2006 2005
Options exercisable at 20 cents each
on or before 31 May 2008 ........................................ 3,000,000 3,600,000 720 720
Options exercisable at 20 cents each on
or before 30 June 2009 .......................................... 1,600,000 1,600,000 — —
4,600,000 5,200,000 720 720
F-21

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
16. CONTRIBUTED EQUITY (Continued)
Movement in options
Exercisable Number of Exercise Value
on or before Reconciliation of issued options — 2006 options price AUD
Opening balance ......................................... 5,200,000 $0.200 720
10 May 2006 Conversion to ordinary shares ................................. (450,000) —
20 June 2006 Conversion to ordinary shares ................................. (150,000) —
Closing balance at 30 June 2006 ............................... 4,600,000 720
Exercisable Number of Exercise Value
on or before Reconciliation of issued options — 2005 options price AUD
Balance at incorporation .................................... — —
31 May 2008 Issue of unlisted options .................................... 3,600,000 $0.200 720
30 June 2009 Issue of unlisted options .................................... 1,600,000 $0.200 —
Closing balance at 30 June 2005 ............................... 5,200,000 720
17. RESERVES
Consolidated The Company
2006 2005 2006 2005
AUD AUD AUD AUD
Share-based payments reserve
Balance at the beginning of the period ................................ — — — —
Equity settled share-based payment transactions .......................... 242,339 — 242,339 —
Balance at 30 June ............................................ 242,339 — 242,339 —
Foreign currency translation reserve
Balance at the beginning of the period ................................ 468,904 — — —
Effect of translation of foreign currency operations to group presentation currency .... 1,261,357 468,904 — —
Balance at 30 June ............................................ 1,730,261 468,904 — —
Option premium reserve
Balance at the beginning of the period ................................ 720 — 720 —
Option issues — 3,600,000 options exercisable at 20c on or before 31 May 2008 ...... — 720 — 720
Balance at 30 June ............................................ 720 720 720 720
1,973,320 469,624 243,059 720
Share based payments reserve
The reserve represents the value of options issued under the compensation arrangement that the consolidated entity is required to
include in the consolidated financial statements. This reserve will be reversed against share capital when the underlying options vest and
are exercised by the employee or consultant. No gain or loss is recognised in the profit or loss on the purchase, sale, issue or cancellation
of the consolidated entity’s own equity instruments.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign
operations where their functional currency is different to the presentation currency of the reporting entity, as well as from the
translation of liabilities that hedge the Company’s net investment in a foreign subsidiary.
18. FINANCIAL INSTRUMENTS
Exposure to credit, interest rate and currency risks arise in the normal course of the consolidated entity’s business.
F-22

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
18. FINANCIAL INSTRUMENTS (Continued)
(a) Interest rate risk
The Consolidated entity’s exposure to interest rate risk and the effective weighted average interest rate for classes of financial
assets and liabilities is set out below:
Effective
interest 6 months More than
Note rate Total or less 6 – 12 months 1 – 2 years 2 – 5 years 5 years
Consolidated — 2006 AUD AUD AUD AUD AUD AUD
Cash and cash equivalents . . . 8 5.50% 1,107,978 1,107,978 — — — —
Term deposits* ........... 8 6.00% 5,319,819 5,319,819 — — — —
6,427,797 6,427,797 — — — —
Consolidated — 2005
Cash and cash equivalents . . . 8 5.15% 1,762,998 1,762,998 — — — —
1,762,998 1,762,998 — — — —
* These assets / liabilities bear interest at a fixed rate.
Effective
interest 6 months More than
Note rate Total or less 6 – 12 months 1 – 2 years 2 – 5 years 5 years
The Company — 2006 AUD AUD AUD AUD AUD AUD
Cash and cash equivalents . . . 8 5.50% 695,806 695,806 —
Term deposits* ........... 8 6.00% 5,319,819 5,319,819 —
6,015,625 6,015,625 —
The Company — 2005
Cash and cash equivalents . . . 8 5.15% 1,736,806 1,736,806 — — — —
1,736,806 1,736,806 — — — —
* These assets / liabilities bear interest at a fixed rate.
(b) Credit risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date in portion to each class
of recognised financial asset, is the carrying amount, net of any provisions for doubtful debts, as disclosed in the balance sheet and
notes to the financial statements.
The Company does not have any material risk exposure to any single debtor or group of debtors.
(c)
Foreign currency risk
Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a
currency that is not the entity’s functional currency.
The Consolidated entity operates internationally and is exposed to foreign exchange risk arising from currency exposures to
Brazilian Real and US dollar.
(d) Net fair values
Methods and assumptions used in determining net fair value.
For assets and other liabilities, the net fair value approximates their carrying value. No financial assets and financial liabilities are
readily traded on organised markets in standardised form. The Company has no financial assets where carrying amount exceeds net
fair values at balance date.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the balance sheet and
in the notes to and forming part of the financial statements.
F-23

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
19. CAPITAL AND OTHER COMMITMENTS
Employee remuneration commitments
Consolidated The Company
2006 2005 2006 2005
AUD AUD AUD AUD
Commitments under the Executive Services contracts (Managing Director) not provided for
in the financial statements and payable:
Within one year .............................................. 190,000 150,000 190,000 150,000
190,000 150,000 190,000 150,000
Operating lease commitments
Commitments under lease agreements not provided for in the financial statements and
payable:
Within one year .............................................. 104,000 65,000 104,000 95,000
104,000 65,000 104,000 95,000
Exploration expenditure commitments
Commitments for rental fees under exploration licence agreements:
Within one year .............................................. 79,550 30,000 — —
79,550 30,000 — —
20. CONTINGENT LIABILITIES
The directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a future sacrifice
of economic benefits will be required or the amount is not capable of reliable measurement.
Consolidated Parent Entity
2006 2005 2006 2005
AUD AUD AUD AUD
Contingent liabilities considered remote:
(i) Compensation payable to CBPM* if the Company’s acts or omissions result in the
loss of mineral rights ......................................... 310,035 278,567 — —
(ii) Transfer premium payable to CBPM* and/or Rio Salitre upon entering into a
mining lease in favour of the Company. If not paid the Company’s rights to the
respective tenement will be relinquished. ............................ 316,236 284,138 — —
(iii) Penalty payable upon termination of the mining lease. ................... 310,035 278,567 — —
936,306 841,272 — —
* CBPM (Companhia Bahiana de Pesquisa Mineral) is one of the parties to the Exploration and Mining Lease Agreement for
Mirabela Project in Brazil.
21. CONSOLIDATED ENTITIES
Country of Class of
Ownership
interest
Name of entity incorporation shares 2006 2004
% %
Parent entity
Mirabela Nickel Ltd ......................................... Australia Ordinary
Preference
Subsidiary
Mirabela Mineracao Brasil Ltda .................................. Brazil Ordinary 100 100
F-24

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
22. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated
The Company
Notes 2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Cash flows from operating activities
Profit for the period ............................... (925,760) (620,741) (3,500,208) (1,485,328)
Adjustments for:
Depreciation and amortisation ......................... 28,311 26,545 21,031 24,211
Written off exploration expenses ........................ — 13,325 — 13,325
Interest income .................................. (161,918) (86,490) (161,893) (86,483)
Equity-settled share-based payment expenses ................ 242,339 — 242,339 —
Income tax expense ................................ 7,051 — 7,051 —
Operating profit before changes in working capital and provisions . . (809,977) (667,361) (3,391,680) (1,534,275)
Increase in trade and other receivables ................... (721,154) (87,055) (68,437) (71,148)
Increase in trade and other payables ..................... 246,122 228,417 227,297 227,573
Increase in reserves ................................ — 39,453 — 720
Increase in provisions .............................. 5,498 — 5,498 —
(1,279,511) (486,546) (3,227,322) (1,377,130)
Income taxes paid ................................. — — — —
Net cash from operating activities ...................... (1,279,511) (486,546) (3,227,322) (1,377,130)
23. RELATED PARTIES
The following were key management personnel of the consolidated entity at any time during the reporting period and unless otherwise
indicated were key management personnel for the entire period:
Non-executive directors Executive director Executives
Bill Clough Nick Poll Stephen Hills (Chief Financial Officer, appointed
1 Jun 2006)
Craig Burton
David Chapman (Operations Manager)
Paulo Oliva (Mine Manager, Mirabela Mineracao
Brasil Ltda)
Brett Mitchell (Company Secretary)
Key management personnel compensation
The key management personnel compensation included in ‘personnel expenses’ and ‘contractor expenses’ are as follows:
Consolidated The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Short-term employee benefits .................................... 834,560 439,530 834,560 439,530
Other long term benefits ....................................... — — — —
Post-employment benefits ...................................... — — — —
Termination benefits ......................................... — — — —
Equity compensation benefits .................................... 169,664 — 169,664 —
1,004,224 439,530 1,004,224 439,530
F-25

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
23. RELATED PARTIES (Continued)
Apart from the details disclosed in this note, no director has entered into a material contract with the Company or the consolidated
entity since the end of the previous financial year and there were no material contracts involving directors’ interests existing at year-end.
REMUNERATION REPORT
Remuneration Policy
This Remuneration Report outlines the remuneration arrangements which were in place during the period, and remain in place as at
the date of this report, for the Directors of Mirabela Nickel Ltd.
Principles of compensation
Remuneration is referred to as compensation throughout this report.
Key management personnel have authority and responsibility for planning, directing and controlling the activities of the Company and
the consolidated entity, including directors of the Company and other executives. Key management personnel includes the most highly
remunerated S300A directors and executives for the Company and the consolidated entity.
Compensation levels for key management personnel and secretaries of the Company, and relevant key management personnel of the
consolidated entity are competitively set to attract and retain appropriately qualified and experienced directors and executives. The
Company obtains independent advice on the appropriateness of compensation packages of both the Company and consolidated group
given trends in comparative companies both locally and internationally and the objectives of the Company’s compensation strategy.
The compensation structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic
objectives, and achieve the broader out come of creation of value for shareholders. The compensation structures take into account:
• The capability and experience of the key management personnel
• The key management personnel’s ability to control the relevant segment/s’ performance
• The consolidated entity’s performance including:
• The consolidated entity’s earnings
• The growth in share price and delivering constant returns on shareholder wealth
• The amount of incentives within each key management person’s compensation
Compensation packages include a mix of fixed and variable compensation with performance-based incentives.
In addition to their salaries, the consolidated entity also provides non-cash benefits to its key management personnel.
Fixed Compensation
Fixed compensation consists of base compensation, which is calculated on a total cost basis and includes employer contributions to
superannuation funds.
Performance-linked compensation
The Company currently has no cash component to performance based remuneration built into director or executive remuneration
packages.
Performance based compensation is designed to reward key management personnel for meeting or exceeding their operational
objectives. Performance incentives are provided as options over ordinary shares of the Company (see note 14 to financial statements).
Long-term incentive
Options are issued to key management personnel — both employees and consultants at the discretion of directors of the consolidated
entity. The ability to exercise the options is conditional upon the key management personnel achieving certain performance hurdles.
These performance hurdles are set for each employee or consultant and are based either on the time spent on the project or the
achievement of certain operational targets.
F-26

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
23. RELATED PARTIES (Continued)
Service contracts
The Company currently has a service contract in place with the Managing Director which is unlimited in term but capable of
termination upon 6 months notice by either party. No other key management personnel have service contracts in place with the Group.
Mr Nick Poll, Managing Director, has entered a contract for services dated 10 June 2004 that was subsequently amended on
30 October 2005 to reflect market rates for the role and the scope of the business.
Non-Executive Directors
Total compensation for all non-executive Directors is not to exceed $180,000 per year as detailed in the Company’s Constitution. Nonexecutive
Directors base fees are presently up to $60,000 per annum.
Directors and executive officers’ remuneration (Company and consolidated)
The following table sets out remuneration paid to Directors and key executive personnel of the Company and the consolidated entity
during the reporting period:
Primary Equity
Consulting Share based
Directors remuneration — 2006 services payments Total
Bill Clough ................................................... 60,000 — 60,000
Craig Burton .................................................. 60,000 — 60,000
Nick Poll .................................................... 208,598 41,440 250,038
328,598 41,440 370,038
Primary Equity
Consulting Share based
Directors remuneration — 2005 services payments Total
Bill Clough ................................................... 60,000 — 60,000
Craig Burton .................................................. 60,000 — 60,000
Nick Poll .................................................... 165,869 — 165,869
285,869 — 285,869
Primary Equity
Consulting Share based
Executives remuneration — 2006 services payments Total
Stephen Hills, Chief Financial Officer ................................... 16,500 31,042 47,542
David Chapman, Operations Manager ................................... 216,357 47,849 264,206
Paulo Oliva, Mine Manager ......................................... 218,105 49,333 267,438
Brett Mitchell, Company Secretary ..................................... 55,000 — 55,000
505,962 128,224 634,186
F-27

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
23. RELATED PARTIES (Continued)
Primary Equity
Consulting Share based
Executives remuneration — 2005 services payments Total
David Chapman, Operations Manager ................................... 29,330 — 29,330
Paulo Oliva, Mine Manager ......................................... 88,331 — 88,331
Brett Mitchell, Company Secretary ..................................... 36,000 — 36,000
153,661 — 153,661
Remuneration payments to Mr Burton were made to a related entity, Verona Capital Pty Ltd.
Remuneration payments to Mr Poll were made to a related entity, Delacroix Pty Ltd.
Remuneration payments to Mr Clough were made to a related entity, WM Clough Pty Ltd.
Remuneration payments to Mr Chapman were made to a related entity, Parati Pty Ltd.
Remuneration payments to Mr Olivia were made to a related entity, Proliva Geologica Ltda.
Remuneration payments to Mr Hills were made to a related entity Jaluni Pty Ltd.
Options granted as compensation
Details on options over ordinary shares in the Company that were granted as compensation to each key management person during the
reporting period and details on options that were vested during the reporting period are as follows:
Number of Fair value per Exercise
options Number of option at grant price per
2006 granted during options vested date option
Directors and executives 2006 Grant date during 2006 $ $ Expiry date
Stephen Hills ............. 300,000 24/04/2006 75,000 0.41 0.95 30/04/2010
Chief Financial Officer
David Chapman ........... 200,000 24/04/2006 308,333 0.41 0.95 30/04/2010
Operations Manager
Number of Fair value per Exercise
options Number of option at grant price per
2005 granted during options vested date option
Directors and executives 2005 Grant date during 2005 $ $ Expiry date
Nick Poll ............... 400,000 16/06/2005 — 0.38 0.60 30/06/2009
Managing Director
David Chapman ........... 400,000 25/05/2005 — 0.38 0.60 30/06/2009
Operations Manager
Paulo Oliva .............. 400,000 25/05/2005 — 0.38 0.60 30/06/2009
Mine Manager
F-28

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
23. RELATED PARTIES (Continued)
Vesting conditions
Contractual
Number of
life of
Grant Date Employee Entitled instruments Vesting conditions options
25 May 2005 Consultants Options .... 400,000 Pro-rata over 3 years ................ 4 years
Paulo Oliva
25 May 2005 Consultants Options .... 400,000 Pro-rata over 2 years ................ 4 years
David Chapman
16 June 2005 Directors Options ...... 100,000 The first commercial shipment of saprolite ore
Nick Poll by the company .................... 4 years
16 June 2005 Directors Options ...... 100,000 Completion of a bankable feasibility study on
Nick Poll the Santa Rita nickel project ............ 4 years
16 June 2005 Directors’ Options ...... 200,000 Completion of financing for the development
Nick Poll of Santa Rita project ................ 4 years
24 April 2006 Consultants Options .... 200,000 Probable reserve and mine design ........ 4 years
David Chapman
24 April 2006 Consultants Options .... 100,000 Project financing ................... 4 years
Stephen Hills
24 April 2006 Consultants Options .... 100,000 Listing on TSX .................... 4 years
Stephen Hills
24 April 2006 Consultants Options .... 100,000 Two years remaining on the project ....... 4 years
Stephen Hills
Total share options ..... 1,700,000
No options were granted since the end of the financial year. The options were provided at no cost to the recipients.
No terms of equity-settled share-based payment transactions have been altered or modified during the reporting period.
During the reporting period no shares were issued on the exercise of options previously granted as compensation. All options expire on
the earlier or of their expiry date or on termination of the individual’s employment. The options are exercisable on annual basis four
years from grant date.
F-29

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
23. RELATED PARTIES (Continued)
Value of options issued to Directors and executives
The fair value of services received in return for share options granted are measured by reference to the fair value of share options
granted. The estimate of the fair value of the services received is measured based on the binominal option-pricing model. The
contractual life of the option is used as an input into this model. Expectations of early exercise are incorporated into the binominal
option-pricing model.
Consultant options Director options Consultant options
issued on issued on issued on
25 May 2005 16 June 2005 24 April 2006
Fair value at measurement date (cents per option) ........... 0.3811 0.3811 0.4139
Share price (cents per share) ......................... 54 54 92
Exercise price (cents per option) ...................... 60 60 95
Expected volatility
(expressed as weighted average volatility used in the modelling under
binominal option-pricing model) ...................... 100 100 75
Consultant options Director options Consultant options
issued on issued on issued on
25 May 2005 16 June 2005 24 April 2006
Option life
(expressed as weighted average life used in the modelling under
binominal option-pricing model) ...................... 4 years 4 years 4 years
Expected dividends ............................... — — —
Risk-free interest rate
(based on national government bonds) .................. 5.305 5.305 5.750
The expected volatility is based on the historic volatility (calculated based on the weighted average remaining life of the share options),
adjusted for any expected changes to future volatility due to publicly available information.
Share options are granted under a service condition and, for grants to key management personnel, market and non-market performance
conditions. Non-market performance conditions are not taken into account in the grant date fair value measurement of the services
received.
Loans to key management personnel and their related parties (consolidated)
No loans have been made during the reporting period and at the reporting date there were no loans outstanding to key management
personnel and their related parties (2005: nil).
Other key management personnel transactions with the Company or its controlled entities
A number of key management persons, or their related parties, hold positions in other entities that result in them having control or
significant influence over the financial or operating policies of those entities.
A number of these entities transacted with the Company or its subsidiaries in the reporting period. The terms and conditions of the
transactions with management persons and their related parties were no more favourable than those available, or which might
reasonably be expected to be available, on similar transactions to non-director related entities on an arm’s length basis.
F-30

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
23. RELATED PARTIES (Continued)
The aggregate amounts recognised during the year relating to key management personnel and their related parties were as follows:
Consolidated The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Bill Clough ............................................ (i) 7,550 351,126 7,550 351,126
Craig Burton ........................................... (ii) 25,519 184,076 25,519 184,076
Nick Poll ............................................. (iii) 15,000 — 15,000 —
Brett Mitchell .......................................... (iv) 47,300 36,000 47,300 36,000
95,369 571,202 95,369 571,202
(i) The Company was invoiced by W M Clough Pty Ltd a total of $7,550 (2005: nil) for reimbursement of expenses. W M Clough
Pty Ltd is a director related entity associated with Mr Bill Clough.
(ii) The Company was invoiced by Mitchell River Group Pty Ltd $65,700 (2005: nil) for provision of technical services during the
period. The services were provided on commercial arms length terms. The Company recharged the Mitchell River Group Pty Ltd
the total of $33,481 (2005: nil) for the rent and shared overheads. Mitchell River Group Pty Ltd is a director related entity
associated with Mr Craig Burton.
The Company was invoiced by Verona Capital Pty Ltd a total of $3,553 (2005: $114,076) for reimbursement of expenses. Verona
Capital Pty Ltd is a director related entity associated with Mr Craig Burton.
The Company charged $36,347 (2005: nil) to Exco Resources Ltd for the shared overheads and premises rent costs. Exco
Resources Ltd is a director related entity associated with Mr Craig Burton.
The Company charged $24,944 (2005: nil) to Livingstone Petroleum Ltd for the shared overheads and premises rent costs.
Livingstone Petroleum Ltd is a director related entity associated with Mr Craig Burton.
(iii) The Company was invoiced by Delacroix (Poll Consulting) Pty Ltd a total of $15,000 (2005: nil) for provision of consulting services
during the period. Delacroix (Poll Consulting) Pty Ltd is a director related entity associated with Mr Nick Poll.
(iv) During the period the Company had transactions with Sibella Pty Ltd, a related entity associated with Mr Brett Mitchell. The
Company was invoiced $60,500 (2005: nil) for company secretarial services. Also, the Company invoiced Sibella Pty Ltd $13,200
(2005: nil) for the recharge of rent and overheads.
All amounts for services were billed based on normal market rates for the services provided.
Assets and liabilities arising from the above transactions
Consolidated The Company
2006 2005 2006 2005
(AUD) (AUD) (AUD) (AUD)
Current receivables
Trade debtors .............................................. 52,608 21,371 52,608 21,371
52,608 21,371 52,608 21,371
Current payables ............................................. 36,667 92,408 36,667 92,408
Trade creditors ............................................. 36,667 92,408 36,667 92,408
F-31

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
23. RELATED PARTIES (Continued)
Options and rights over equity instruments granted as compensation
The movement during the reporting period in the number of options over ordinary shares in Mirabela Nickel Limited held, directly,
indirectly or beneficially, by each key management person, including their related parties, is as follows:
Vested Vested and
Held at Granted as Other Held at during the exercisable at
2006 — Directors 1 July 2005 compensation Exercised changes* 30 June 2006 year 30 June 2006
Bill Clough .................. — — — — — — —
Craig Burton ................. — — — — — — —
Nick Poll ................... 400,000 — — — 400,000 280,000 280,000
400,000 — — — 400,000 280,000 280,000
Vested Vested and
Held at Granted as Other Held at during the exercisable at
2005 — Directors 1 July 2004 compensation Exercised changes* 30 June 2005 year 30 June 2005
Bill Clough .................. — — — — — — —
Craig Burton ................. — — — — — — —
Nick Poll ................... — 400,000 — — 400,000 — —
— 400,000 — — 400,000 — —
Vested Vested and
Held at Granted as Other Held at during the exercisable at
Executives — 2006 1 July 2005 compensation Exercised changes* 30 June 2006 year 30 June 2006
Stephen Hills ................. — 300,000 — — 300,000 75,000 75,000
David Chapman ............... 400,000 200,000 — — 600,000 308,333 300,000
Paulo Oliva .................. 400,000 — — — 400,000 333,333 333,333
800,000 500,000 — — 1,300,000 716,666 708,333
Vested Vested and
Held at Granted as Other Held at during the exercisable at
Executives — 2005 1 July 2004 compensation Exercised changes* 30 June 2005 year 30 June 2005
David Chapman ............... — 400,000 — — 400,000 — —
Paulo Oliva .................. — 400,000 — — 400,000 — —
— 800,000 — — 800,000 — —
* Other changes represent options that expired or were forfeited during the year.
No options held by key management personnel are vested but not exercisable.
Movement in options — other than options granted as compensation
Held at
Held at
Directors — 2006 1 July 2005 Acquired Exercised 30 June 2006
Nick Poll .......................................... 2,000,000 — 2,000,000
2,000,000 — — 2,000,000
F-32

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
23. RELATED PARTIES (Continued)
Held at
Held at
Directors — 2005 1 July 2004 Acquired Exercised 30 June 2005
Nick Poll .......................................... 2,000,000 — — 2,000,000
2,000,000 — — 2,000,000
Held at
Held at
Executives — 2006 1 July 2005 Acquired Exercised 30 June 2006
Brett Mitchell ....................................... 300,000 — 300,000 —
300,000 — 300,000 —
Held at
Held at
Executives — 2005 1 July 2004 Acquired Exercised 30 June 2005
Brett Mitchell ....................................... 300,000 — 300,000
300,000 — — 300,000
Movement in shares
The movement during the reporting period in the number of ordinary shares in Mirabela Nickel Limited held, directly, indirectly or
beneficially, by each key management person, including their related parties, is as follows:
Conversion of
Held at performance Held at
Directors — 2006 1 July 2005 Purchases shares Sales 30 June 2006
Bill Clough ............................... 4,000,000 — 4,000,000 — 8,000,000
Craig Burton ............................. 3,000,000 — 3,000,000 — 6,000,000
Nick Poll ................................ 1,000,000 — 1,000,000 — 2,000,000
8,000,000 — 8,000,000 — 16,000,000
Conversion of
Held at performance Held at
Directors — 2005 1 July 2004 Purchases shares Sales 30 June 2005
Bill Clough ............................... — 4,000,000 — — 4,000,000
Craig Burton ............................. — 3,000,000 — — 3,000,000
Nick Poll ................................ — 1,000,000 — — 1,000,000
— 8,000,000 — — 8,000,000
Held at Exercise of Held at
Executives — 2006 1 July 2005 Purchases options Sales 30 June 2006
Brett Mitchell ............................. — — 300,000 — 300,000
— — 300,000 — 300,000
F-33

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
23. RELATED PARTIES (Continued)
Held at Exercise of Held at
Executives — 2005 1 July 2004 Purchases options Sales 30 June 2005
Brett Mitchell ............................. — — — — —
— — — — —
No shares were granted to key management personnel during the reporting period as compensation.
The movement during the reporting period in the number of Performance Shares in Mirabela Nickel Limited held, directly, indirectly or
beneficially, by each key management person, including their related parties, is as follows:
Eliminated on
Held at conversion to Held at
Directors and executives — 2006 1 July 2005 Purchases ordinary shares Sales 30 June 2006
Bill Clough ............................... 4,000 — 4,000 — —
Craig Burton ............................. 3,000 — 3,000 — —
Nick Poll ................................ 1,000 — 1,000 — —
Brett Mitchell ............................. — — — — —
8,000 — 8,000 — —
Eliminated on
Held at conversion to Held at
Directors and executives — 2005 1 July 2004 Purchases ordinary shares Sales 30 June 2005
Bill Clough ............................... 4,000 — — — 4,000
Craig Burton ............................. 3,000 — — — 3,000
Nick Poll ................................ 1,000 — — — 1,000
Brett Mitchell ............................. — — — — —
8,000 — — — 8,000
On 27 February 2006 all of the 11,000 fully paid Performance Shares were converted to ordinary shares, as the vesting hurdle to enable
conversion had been satisfied.
Changes in key management personnel in the period after the reporting date and prior to the date when the financial report is
authorised for issue
There were no changes in key management personnel in the period after the reporting date and prior to the date when the financial
report is authorised for issue.
Other related party transactions
In the current year, further investments were made by the Company to a wholly owned subsidiary for capital purchases. During the
financial year ended 30 June 2006, the investment in the subsidiary totalled $9,488,366 (2005: $3,283,085).
24. SUBSEQUENT EVENTS
The Company announced on 28 August 2006 that it had completed a placement of nine million ordinary shares at $1.25 each to raise
$11.25m with institutional investors from Australia and the United Kingdom. The funds raised will be used to fund additional drilling
programs directed to increase the Santa Rita resource, working capital for completion of the bankable feasibility study and the ordering
of long lead time items such as a grinding circuit.
F-34

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
25. EXPLANATION OF TRANSITION TO AUSTRALIAN EQUIVALENTS TO IFRS
As stated in significant accounting policies note 1(a), these are the consolidated entity’s first consolidated financial statements prepared
in accordance with AIFRSs.
The policies set out in the significant accounting policies section of this report have been applied in preparing the financial statements
for the financial year ended 30 June 2006, the comparative information presented in these financial statements for the financial year
ended 30 June 2005 and in the preparation of an opening AIFRS balance sheet at 1 July 2004 (the consolidated entity’s date
of transition).
In preparing its opening AIFRS balance sheet, the consolidated entity has adjusted amounts reported previously in financial statements
prepared in accordance with its old basis of accounting (previous GAAP). An explanation of how the transition from previous GAAP to
AIFRSs has affected the consolidated entity’s financial position, financial performance and cash flows is set out in the following tables
and the notes that accompany the tables.
1) Reconciliation of equity reported under previous Australian Generally Accepted Accounting Principles (AGAAP) to equity under
Australian equivalents to IFRSs (AIFRS) at the end of the last reporting period under previous AGAAP: 30 June 2005
Consolidated
The Company
Effect of
Effect of
Previous transition to Previous transition to
Note GAAP AIFRSs AIFRSs GAAP AIFRSs AIFRSs
(AUD) (AUD) (AUD) (AUD) (AUD) (AUD)
Assets
Cash and cash equivalents ................ 1,762,998 — 1,762,998 1,736,806 — 1,736,806
Trade and other receivables ............... 87,055 — 87,055 71,148 — 71,148
Total current assets .................... 1,850,053 — 1,850,053 1,807,954 — 1,807,954
Investments in controlled entities ............ c) — — — 4,196,636 (913,551) 3,283,085
Property, plant and equipment ............. a) 115,991 2,672 118,663 99,023 — 99,023
Exploration and evaluation expenditure ........ a) 4,128,182 427,499 4,555,681 — — —
Total non-current assets ................. 4,244,173 430,171 4,674,344 4,295,659 (913,551) 3,382,108
Total assets ......................... 6,094,226 430,171 6,524,397 6,103,613 (913,551) 5,190,062
Liabilities
Trade and other payables ................. 228,417 — 228,417 227,573 — 227,573
Total current liabilities .................. 228,417 — 228,417 227,573 — 227,573
Total liabilities ....................... 228,417 — 228,417 227,573 — 227,573
Net assets .......................... 5,865,809 430,171 6,295,980 5,876,040 (913,551) 4,962,489
Equity
Issued capital ........................ 6,447,097 — 6,447,097 6,447,097 — 6,447,097
Reserves ........................... 720 468,904 469,624 720 — 720
Accumulated losses .................... (582,008) (38,733) (620,741) (571,777) (913,551) (1,485,328)
Total equity ......................... 5,865,809 430,171 6,295,980 5,876,040 (913,551) 4,962,489
F-35

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
25. EXPLANATION OF TRANSITION TO AUSTRALIAN EQUIVALENTS TO IFRS (Continued)
2) Reconciliation of profit for the year ended 30 June 2005
Consolidated
The Company
Effect of
Effect of
Previous transition to Previous transition to
Note GAAP AIFRSs AIFRSs GAAP AIFRSs AIFRSs
(AUD) (AUD) (AUD) (AUD) (AUD) (AUD)
Professional fees ...................... 5 (82,924) (82,924) (42,256) (42,256)
Personnel expenses ..................... 4 (77,915) (77,915) (77,915) (77,915)
Contractor expenses .................... (254,336) (254,336) (254,336) (254,336)
Depreciation expense ................... 12 (26,545) (26,545) (24,211) (24,211)
Exploration expenditure .................. (13,325) (13,325) (13,325) (913,551) (926,876)
Property lease and overheads .............. (195,663) (195,663) (198,798) (198,798)
Printing, stationery and postage ............. (5,458) (5,458) (5,458) (5,458)
Other ............................. (12,332) (38,733) (51,065) (44,355) (44,355)
Results from operating activities ............ (668,498) (38,733) (707,231) (660,654) (913,551) (1,574,205)
Financial Income ...................... 3 86,490 86,490 88,877 88,877
Financial Expenses ..................... — — — — — —
Net financing income ................... 86,490 — 86,490 88,877 — 88,877
Profit/(loss) before tax ................... (582,008) (38,733) (620,741) (571,777) (913,551) (1,485,328)
Income tax expense .................... — —
Profit/(loss) for the year attributable to equity
holders of the parent .................. (582,008) (38,733) (620,741) (571,777) (913,551) (1,485,328)
3) Reconciliation of cash flow statement for the year ended 30 June 2005
The adoption of AIFRS has not resulted in any material adjustments to the cash flow statement.
4) Notes to reconciliations
a) Foreign currency translation reserve: cumulative translation differences
The consolidated entity has applied AASB 121 ‘‘The Effects of Changes in Foreign Exchange Rates’’ in respect of the translation
for reporting purposes of its foreign operation. Under the requirements of AASB 121 the Assets and Liabilities of the group’s
foreign operations are translated at the rate of exchange at the balance date, with items of income and expense being translated at
the rates of exchange at the date of the transaction. Previously the groups controlled entities were considered to be integrated
operations, with certain non-monetary assets being translated at historical rates of exchange and all exchange differences being
recognised through the Profit and Loss. Under AASB 121, the gain or losses arising from the translation of these operations will be
recognised through the Foreign Currency Translation Reserve as a component of equity.
This has resulted in an adjustment as at 30 June 2005 as follows:
Property Plant and Equipment ................................................... 2,672
Exploration Expenditure ....................................................... 427,499
Foreign Exchange Gain/Loss (Income Statement) ....................................... 430,171
Foreign Exchange Gain/Loss (Income Statement) ....................................... (468,904)
Foreign Currency Translation Reserve .............................................. 468,904
F-36

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the year ended 30 June 2006
25. EXPLANATION OF TRANSITION TO AUSTRALIAN EQUIVALENTS TO IFRS (Continued)
Deferred tax asset and deferred tax liability
Under AIFRS the balance sheet method of tax effect accounting is adopted rather than the liability method previously applied
under GAAP.
Under the balance sheet approach, income tax on the profit and loss for the year comprises current and deferred taxes.
Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in
which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at
reporting date, and any adjustments to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying
amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The Group
presently offsets deferred tax assets and deferred tax liabilities relating to the same taxation authority.
The residual of any deferred tax assets are not presently recognised as they do not meet the ‘highly probable’ requirements of
AASB 112.
Deferred tax assets will be reduced to the extent it is no longer probable that the related tax benefit will be realised.
b) Restatement of exploration expenditure in the Company
In the prior year, certain expenditure incurred by the Company was treated as an investment in a subsidiary, as the intent of
the Group was for such costs to be transferred to the wholly owned controlled entity. As those costs were not transferred they
have now been recognised as an expense in the records of the parent entity. This results in a difference between amounts
reported in accordance with previous GAAP and AIFRS, as under previous AGAAP corrections are adjusted in the year in
which they are identified without restatement of the prior year financial statements, as is required under AIFRS.
At 30 June 2005, this has resulted in a decrease in investments in controlled entities and an increase in retained losses,
as follows:
The Company
Year ended
30 June 2005
Investments (Balance Sheet) .............................................. (913,551)
Exploration expenditure (Income Statement) .................................... 913,551
26. CHANGE OF ACCOUNTING POLICY
In the current financial year the Company and the consolidated entity have adopted AASB 132 Financial Instruments: Disclosure and
Presentation and AASB 139 Financial Instruments: Recognition and Measurement. This change in accounting policy has been adopted
in accordance with the transition rule contained in AASB 1, which does not require the restatement of comparative information for
financial instruments within the scope of AASB 132 and AASB 139.
There is no impact on the balance sheet at 1 July 2005 from this change.
F-37

Mirabela Nickel Limited
Consolidated Financial Statements
For the
Six Month Period Ended December 31, 2006
FF-1

MIRABELA NICKEL LIMITED
INCOME STATEMENTS
For the six months ended 31 December 2006
Note 31-Dec-06 31-Dec-05
(AUD) (AUD)
Professional fees ....................................................... (51,402) (16,861)
Personnel expenses ..................................................... (221,535) (75,513)
Contractor expenses .................................................... (322,587) (66,840)
Depreciation expense .................................................... (22,463) (13,306)
Property lease and overheads ............................................... (199,844) (61,503)
Printing, stationery and postage ............................................. (70,364) (31,209)
Other ............................................................. (61,025) (82,082)
Results from operating activities ............................................ (949,220) (347,314)
Financial Income ...................................................... 297,061 18,954
Financial Expenses ..................................................... (61,739) —
Net financial income .................................................... 5 235,322 18,954
Profit/(loss) before tax ................................................... (713,898) (328,360)
Income tax expense ..................................................... — —
Loss for the six months attributable to equity holders of the parent ...................... (713,898) (328,360)
Loss per share attributable to the ordinary equity holders of the Company:
Basic loss per share (AU$) ................................................ (0.97) (0.86)
Diluted loss per share (AU$) ............................................... (0.97) (0.86)
The accompanying notes form part of these financial statements.
FF-2

MIRABELA NICKEL LIMITED
STATEMENTS OF CHANGES IN EQUITY
For the six months ended 31 December 2006
Issued Accumulated Total
Half- year ended 31 December 2006 capital losses Reserves equity
AUD AUD AUD AUD
Balance at 1 July 2006 ..................................... 20,062,514 (1,546,501) 1,973,320 20,489,333
Equity settled share based payment transactions ..................... — — 86,149 86,149
Share issue net of issue costs ................................. 34,924,324 — — 34,924,324
Reversal of option reserves on conversion of 1,000,000 options ........... — (720) (720)
Effect of translation of foreign operations to group presentation currency ..... — — (563,685) (563,685)
Net loss for the period ..................................... — (713,898) — (713,898)
Balance at 31 December 2006 ................................ 54,986,838 (2,260,399) 1,495,064 54,221,503
Issued Accumulated Total
Half- year ended 31 December 2006 capital losses Reserves equity
AUD AUD AUD AUD
Opening balance as at 1 July 2005 ............................. 6,447,097 (620,741) 720 5,827,076
Equity settled share based payment transactions ..................... — — 125,336 125,336
Share issue net of issue costs ................................. 2,111,422 — — 2,111,422
Effect of translation of foreign operations to group presentation currency ..... — — 672,254 672,254
Net loss for the period ..................................... — (328,360) (328,360)
Balance at 31 December 2005 ................................ 8,558,519 (949,101) 798,310 8,407,728
The accompanying notes form part of these financial statements.
FF-3

MIRABELA NICKEL LIMITED
BALANCE SHEETS
For the six months ended 31 December 2006
31-Dec-06 30-Jun-06
AUD AUD
Assets
Cash and cash equivalents .................................................... 28,708,269 6,427,797
Trade and other receivables ................................................... 355,073 767,535
Total current assets ......................................................... 29,063,342 7,195,332
Property, plant and equipment ................................................. 983,290 286,718
Exploration and evaluation expenditure ........................................... 25,342,462 13,494,371
Total non-current assets ...................................................... 26,325,752 13,781,089
Total assets .............................................................. 55,389,094 20,976,421
Liabilities
Trade and other payables .................................................... 1,154,472 474,539
Provisions .............................................................. 13,119 12,549
Total current liabilities ....................................................... 1,167,591 487,088
Total liabilities ............................................................ 1,167,591 487,088
Net assets ............................................................... 54,221,503 20,489,333
Equity
Issued capital ............................................................ 54,986,838 20,062,514
Reserves ............................................................... 1,495,064 1,973,320
Accumulated losses ........................................................ (2,260,399) (1,546,501)
Total equity .............................................................. 54,221,503 20,489,333
The accompanying notes form part of these financial statements.
FF-4

MIRABELA NICKEL LIMITED
STATEMENTS OF CASH FLOWS
For the six months ended 31 December 2006
31-Dec-06 31-Dec-05
AUD AUD
Cash flows from operating activities
Cash paid to suppliers and employees ............................................. (770,271) (380,122)
Net cash from operating activities ................................................ (770,271) (380,122)
Cash flows from investing activities
Acquisition of property, plant and equipment ........................................ (721,758) (43,362)
Payment for exploration and evaluation expenditure .................................... (11,331,105) (2,702,431)
Net cash from investing activities ................................................ (12,052,863) (2,745,793)
Cash flows from financing activities
Proceeds from the issue of share capital ............................................ 35,180,000 2,120,000
Share issue costs ........................................................... (256,396) (8,578)
Interest received ........................................................... 294,201 18,954
Net cash from financing activities ................................................ 35,217,805 2,130,376
Net increase in cash and cash equivalents ........................................... 22,394,671 (995,539)
Cash and cash equivalents at 1 July ............................................... 6,427,797 1,762,998
Effect of exchange rate fluctuations on cash held ...................................... (114,199) —
Cash and cash equivalents at 31 December .......................................... 28,708,269 767,459
The accompanying notes form part of these financial statements.
FF-5

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS
For the six months ended 31 December 2006
1. REPORTING ENTITY
Mirabela Nickel Limited (the ‘‘Company’’) is a company domiciled in Australia. The consolidated interim financial report of the
Company as at and for the six months ended 31 December 2006 comprises the Company and its subsidiary (together referred to as the
‘‘consolidated entity’’).
The consolidated annual financial report of the consolidated entity as at and for the year ended 30 June 2006 is available upon request
from the Company’s registered office at 8 Colin Street, 6005 West Perth, or at www.mirabelanickel.com.au.
2. STATEMENT OF COMPLIANCE
The consolidated interim financial report is a general purpose financial report which has been prepared in accordance with AASB 134:
Interim Financial Reporting, IAS 34: Interim Financial Reporting and the Corporations Act 2001.
The consolidated interim financial report does not include all of the information required for a full annual financial report, and should
be read in conjunction with the consolidated annual financial report of the consolidated entity as at and for the year ended
30 June 2006.
This consolidated interim financial report was approved by the Board of Directors on 1 March 2007.
3. SIGNIFICANT ACCOUNTING POLICIES
Except as described below, the accounting policies applied by the consolidated entity in this consolidated interim financial report are the
same as those applied by the consolidated entity in its consolidated financial report as at and for the year ended 30 June 2006.
In the prior financial year, the consolidated entity adopted AASB 132: Financial Instruments: Disclosure and Presentation and AASB
139: Financial Instruments: Recognition and Measurement in accordance with the transitional rules of AASB 1. There has been no
change in the opening balance of retained earnings and reserves at 1 July 2005, upon adoption of AASB 132 and AASB 139.
4. SEGMENT REPORTING
The consolidated entity operates in one business and geographical segment, namely mineral exploration in Brazil.
5. NET FINANCIAL INCOME
31-Dec-06 31-Dec-05
AUD AUD
Interest received ......................................................... 297,061 18,954
Financial income ......................................................... 297,061 18,954
Unrealised foreign exchange loss ............................................... (61,739) —
Financial expense ........................................................ (61,739) —
Net financial income ...................................................... 235,322 18,954
6. PROPERTY, PLANT AND EQUIPMENT
During the six months ended 31 December 2006, the consolidated entity acquired assets with a cost of $721,758 (six months ended
31 December 2005: $43,362). Of the acquisitions made in the period to 31 December 2006, $648,562 (2005: nil) relates to the purchase
arrangements for surface rights to four properties which include the Santa Rita project area in Brazil. Under the contract arrangements
a total of $7,341,766 remains to be paid as non-refundable amounts to the vendors, of which $1,609,433 is payable within 12 months.
The title transfers are to take place on the sooner of the final scheduled payment date or the receipt of a valid mining permit.
FF-6

MIRABELA NICKEL LIMITED
NOTES TO FINANCIAL STATEMENTS (Continued)
For the six months ended 31 December 2006
7. CAPITAL AND RESERVES
The consolidated entity recorded the following amounts within shareholder’s equity as a result of the issuance of ordinary shares:
For the six months ended 31 December 2006
Ordinary shares Number of shares Issue price AUD
1-Jul-2006 Opening balance .............................. 65,950,000 20,687,000
18-Aug-2006 Issue of ordinary shares fully paid .................... 6,000,000 $1.250 7,500,000
23-Aug-2006 Issue of ordinary shares fully paid .................... 3,000,000 $1.250 3,750,000
31-Oct-2006 Options converted ............................. 500,000 $0.200 100,000
6-Nov-2006 Options converted ............................. 500,000 $0.200 100,000
29-Dec-2006 Issue of ordinary shares fully paid .................... 11,300,000 $2.100 23,730,000
Closing balance ............................... 87,250,000 55,867,000
Less share issue costs:
Opening balance ..................................................... (624,486)
Current year costs .................................................... (255,676)
Share issue costs at the end of the year ....................................... (880,162)
54,986,838
For the six months ended 31 December 2005
Ordinary shares Number of shares Issue price AUD
1-Jul-2005 Opening balance ............................... 37,150,000 6,436,097
1-Oct-2005 Share issue ................................... 2,200,000 $0.600 1,320,000
16-Dec-2005 Share issue ................................... 1,000,000 $0.800 800,000
31-Dec-2005 Closing balance ................................ 40,350,000 8,556,097
Convertible performance shares
1-Jul-2005 Opening balance ............................... 11,000 11,000
31-Dec-2005 Closing balance ................................ 11,000 11,000
Less:
Share issue costs ...................................................... (8,578)
8,558,519
No dividends were paid by the consolidated entity.
8. SHARE-BASED PAYMENTS
During the six months ended 31 December 2006 no options were issued under the Company’s share option plan.
For the six months ended 31 December 2006, the consolidated entity recognised an expense of $86,149 (six months ended
31 December 2005: $126,336), which reflects the vesting of previously issued share options.
The basis for measuring fair value is consistent with that disclosed in the consolidated financial report as at and for the year ended
30 June 2006.
9. RELATED PARTIES
Arrangements with related parties continue to be in place. For details on these arrangements, refer to the 30 June 2006 annual financial
report.
10. SUBSEQUENT EVENTS
On 31 January 2007 shareholders approved the issue of 1,200,000 shares, being tranche 2 of the December 2006 private placement.
Proceeds of $2,520,000 were received by the Company and the shares allotted on 1 February 2007.
FF-7

CERTIFICATE OF THE COMPANY
Dated: April 23, 2007
The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities offered
by this prospectus as required by Part 9 of the Securities Act (British Columbia), Part 9 of the Securities Act
(Alberta), Part XI of The Securities Act, 1988 (Saskatchewan), Part VII of The Securities Act (Manitoba), Part XV
of the Securities Act (Ontario), Section 74 of the Securities Act (New Brunswick), Section 63 of the Securities Act
(Nova Scotia), Part II of the Securities Act (Prince Edward Island) and Part XIV of the Securities Act
(Newfoundland and Labrador) and the respective regulations thereunder.
(Signed) NICHOLAS POLL
Chief Executive Officer and
Managing Director
(Signed) STEPHEN HILLS
Chief Financial Officer and
Corporate Secretary
ON BEHALF OF THE BOARD OF DIRECTORS
(Signed) WILLIAM CLOUGH
Director
(Signed) CRAIG BURTON
Director
C-1

CERTIFICATE OF THE AGENTS
Dated: April 23, 2007
To the best of our knowledge, information and belief, the foregoing constitutes full, true and plain
disclosure of all material facts relating to the securities offered by this prospectus as required by Part 9 of the
Securities Act (British Columbia), Part 9 of the Securities Act (Alberta), Part XI of The Securities Act, 1988
(Saskatchewan), Part VII of The Securities Act (Manitoba), Part XV of the Securities Act (Ontario), Section 74 of
the Securities Act (New Brunswick), Section 64 of the Securities Act (Nova Scotia), Part II of the Securities Act
(Prince Edward Island) and Part XIV of the Securities Act (Newfoundland and Labrador) and the respective
regulations thereunder.
CORMARK SECURITIES INC.
By: (Signed) DARREN WALLACE
DUNDEE SECURITIES CORPORATION
By: (Signed) BRETT WHALEN
GMP SECURITIES L.P.
RBC DOMINION SECURITIES INC.
By: (Signed) MARK WELLINGS
By: (Signed) LANCE RISHOR
BMO NESBITT BURNS INC.
By: (Signed) PETER COLLIBEE
C-2