COPY OF FINAL PROSPECTUS - Mirabela Nickel

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’’.
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