COPY OF FINAL PROSPECTUS - Mirabela Nickel

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