COPY OF FINAL PROSPECTUS - Mirabela Nickel

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