COPY OF FINAL PROSPECTUS - Mirabela Nickel

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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 <strong>Mirabela</strong> <strong>Nickel</strong> 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
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ABN 23 108 161 593 Ground⋅Floor,
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(continued from cover) Unless other
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FORWARD-LOOKING STATEMENTS This pro
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PROSPECTUS SUMMARY The following is
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Recent Developments: Drilling and E
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Summary of Financial Information: M
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CORPORATE STRUCTURE Mirabela Nickel
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The Santa Rita Project The Santa Ri
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which a final exploration report ha
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and R$4.2 million, payable in insta
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esources by holders of mining conce
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Management believes this mineraliza
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THE NICKEL MARKET The following sum
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27MAR200712114903 Source: World Bur
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A mining concession may only be gra
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Property Description The Santa Rita
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Accessibility, Climate, Local Resou
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25MAR200710211038 The ultramafic zo
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completed in October 2006. The RC d
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sample of approximately two kilogra
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Metallurgy The Santa Rita deposit c
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Operating Costs GRD Minproc estimat
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Fazenda Palestina Intrusion The Faz
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The Ponto Novo project area consist
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elating to the Shares computed in a
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wish to change registers and trade
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Selected Annual Financial Informati
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The carrying value of mineral prope
Page 57 and 58: Finance Activities, Liquidity and C
Page 59 and 60: Disclosure of Shareholding Informat
Page 61 and 62: PRICE RANGE AND TRADING VOLUME OF S
Page 63 and 64: Management The following is a brief
Page 65 and 66: faith with a view to the best inter
Page 67 and 68: Aggregated Options Exercised During
Page 69 and 70: markets and may also be terminated
Page 71 and 72: Mirabela currently depends heavily
Page 73 and 74: disposal of solid and hazardous was
Page 75 and 76: Stock Exchange Prices The market pr
Page 77 and 78: MATERIAL CONTRACTS Except for contr
Page 79 and 80: GLOSSARY OF TECHNICAL TERMS The fol
Page 81 and 82: mackinawite ............. magmatic
Page 83 and 84: Mirabela Nickel Limited Consolidate
Page 85 and 86: AUDITOR’S REPORT IN RESPECT OF CO
Page 87 and 88: MIRABELA NICKEL LIMITED STATEMENTS
Page 89 and 90: MIRABELA NICKEL LIMITED STATEMENTS
Page 91 and 92: MIRABELA NICKEL LIMITED NOTES TO FI
Page 107: MIRABELA NICKEL LIMITED NOTES TO FI
Page 121 and 122: MIRABELA NICKEL LIMITED INCOME STAT
Page 123 and 124: MIRABELA NICKEL LIMITED BALANCE SHE
Page 127 and 128: CERTIFICATE OF THE COMPANY Dated: A
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COPY OF FINAL PROSPECTUS - Mirabela Nickel

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