COPY OF FINAL PROSPECTUS - Mirabela Nickel

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
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