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COPY OF FINAL PROSPECTUS - Mirabela Nickel

COPY OF FINAL PROSPECTUS - Mirabela Nickel

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and R$4.2 million, payable in installments. The last installment however is only payable if <strong>Mirabela</strong> Brazil<br />

exercises the option thereunder to purchase the land. In addition, <strong>Mirabela</strong> Brazil paid R$90,000 under one of<br />

the Land Purchase Agreements to extend the period in which the option to purchase may be exercised. To date,<br />

an aggregate of R$3,310,940 has been paid under the Land Purchase Agreements, with a balance of R$392,760<br />

remaining to be paid if the options are not exercised and, R$10,068,200 to be paid if the options to purchase are<br />

exercised.<br />

Unless extended by the parties, three of the options to purchase in the Land Purchase Agreements expire<br />

24 months from the date of the agreement and one option expires within six months of the date of the<br />

agreement. In the event that <strong>Mirabela</strong> Brazil abandons an option or fails to exercise an option within the<br />

prescribed period, the relevant Land Purchase Agreement will automatically terminate and <strong>Mirabela</strong> Brazil will<br />

be required to vacate the property within 30 days and complete an environmental clean-up of the property<br />

within 180 days. In such instance, <strong>Mirabela</strong> Brazil will no longer have any rights to the land subject to such<br />

agreement.<br />

During the option period, <strong>Mirabela</strong> Brazil has the right of unrestricted and immediate access to the<br />

property in order to carry out mineral research work, assessment and drilling. Each of the Land Purchase<br />

Agreements provide that if <strong>Mirabela</strong> Brazil exercises its option to purchase the property, it must pay the<br />

purchase price therefor (less the amount paid thereunder to date) and, upon the sale of any mining product, pay<br />

the vendor such vendor’s pro rata share of a royalty equal to 1.0% of net revenues derived from the sale of<br />

minerals extracted from such vendor’s property, less taxes, transportation and insurance costs. See ‘‘Royalties in<br />

Respect of the Santa Rita Project — Royalty to Landowners’’.<br />

Management believes that the Land Purchase Agreements provide the Company with sufficient surface<br />

rights for all the land required in connection with the proposed mining operations including the land required<br />

for potential tailings storage areas, potential waste disposal areas and potential processing plant sites, although<br />

the location of any such areas has not yet been determined, pending completion of the BFS.<br />

In addition, Brazilian mining law guarantees a concession holder access to the area of a mining concession.<br />

Accordingly, to the extent <strong>Mirabela</strong> requires surface rights in excess of those granted by the Land Purchase<br />

Agreements, <strong>Mirabela</strong> may exercise this ‘‘right of servitude’’ provided for under Brazilian mining law. This right<br />

of servitude entitles a concession holder access to the area of a mining concession or adjacent land in exchange<br />

for appropriate compensation for the servitude. A royalty may also be payable to the landowner if minerals are<br />

ultimately extracted therefrom. Such royalty is prescribed by applicable law to be 50% of the Government<br />

Royalty described below and each landowner is entitled to his or her pro rata share thereof based on the net<br />

revenues derived from the sale of minerals extracted from each landowner’s property.<br />

Licences and Approvals Related to the Santa Rita Project<br />

Mining<br />

As stated above, an exploration licence entitles a holder, to the exclusion of others, to explore for minerals<br />

in the area of the licence but not to conduct commercial mining. Mining operations cannot commence until a<br />

mining concession has been issued.<br />

As also stated above, having had its final exploration report approved by the DNPM, <strong>Mirabela</strong> Brazil is now<br />

entitled to, and is required under the terms of the Mining Agreement to, apply, on behalf of CBPM for a mining<br />

concession in respect of the Santa Rita Deposit Mineral Right by, among other things, submitting a development<br />

and mining plan to the DNPM. Upon issuance of the mining concession to CBPM, <strong>Mirabela</strong> Brazil will enter<br />

into a Mining Lease with CBPM under which <strong>Mirabela</strong> Brazil will be entitled, on the terms and conditions of the<br />

Mining Lease, to mine the area formerly covered by the Santa Rita Deposit Mineral Right. See ‘‘General<br />

Business of the Company — The Company’s Interests in the Santa Rita Project — Mining Agreement’’.<br />

Environmental<br />

The environmental licensing process consists of three stages. First, a preliminary licence (a Licença de<br />

Localização) must be obtained at the planning stage. Second, an installation licence (a Licença de Instalação) is<br />

required prior to the commencement of construction and is a condition to the granting of a mining concession.<br />

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