COPY OF FINAL PROSPECTUS - Mirabela Nickel
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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