COPY OF FINAL PROSPECTUS - Mirabela Nickel

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a
public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such
securities. The securities offered hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended
(the ‘‘US Securities Act’’) or any state securities laws. Accordingly, except as permitted by the Agency Agreement and pursuant to exemptions from the
registration requirements of the US Securities Act and state securities laws, these securities may not be offered or sold within the United States or to or for
the account or benefit of a United States person. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these
securities within the United States. See ‘‘Plan of Distribution’’.
PROSPECTUS
New Issue April 23, 2007
30MAR200715160103
ACN 108 161 593
C$159,000,000
30,000,000 Shares
This prospectus qualifies the distribution (the ‘‘Offering’’) by Mirabela Nickel Limited (‘‘Mirabela’’) of an aggregate
of 30,000,000 ordinary shares in the capital of Mirabela (the ‘‘Shares’’) to be issued and sold at a price of C$5.30 per
Share (the ‘‘Offering Price’’), pursuant to the terms of an agency agreement dated April 23, 2007 (the ‘‘Agency
Agreement’’) among Mirabela, Cormark Securities Inc., Dundee Securities Corporation, GMP Securities L.P.,
RBC Dominion Securities Inc. and BMO Nesbitt Burns Inc. (collectively, the ‘‘Agents’’).
The outstanding ordinary shares of Mirabela are listed on the Toronto Stock Exchange (the ‘‘TSX’’) under the symbol
‘‘MNB’’ and on the Australian Securities Exchange (the ‘‘ASX’’) under the symbol ‘‘MBN’’. On April 20, 2007 (the last
trading day prior to the date hereof), the closing price of the ordinary shares on the ASX was A$5.86. The ordinary
shares commenced trading on the TSX on March 26, 2007. On April 20, 2007 (the last trading day prior to the date
hereof), the closing price of the ordinary shares on the TSX was C$ 6.00. The TSX has conditionally approved the
listing of the Shares distributed under this prospectus on the TSX. Listing of the Shares is subject to Mirabela fulfilling
all of the listing requirements of the TSX on or before June 24, 2007.
Price: C$5.30 per Share
Price to
Proceeds to
the Public (1) Agents’ Fee (2) Mirabela (3)
Per Share ......................................... C$5.30 C$0.27 C$5.03
Total Offering (4)(5) ................................... C$159,000,000 C$7,950,000 C$151,050,000
Notes:
(1) The Offering Price was determined by negotiation between Mirabela and Cormark Securities Inc., on behalf of the Agents.
(2) Pursuant to the terms and conditions of the Agency Agreement, Mirabela has agreed to pay the Agents a cash fee (the ‘‘Agents’ Fee’’) equal to
5% of the gross proceeds of the Offering. See below and ‘‘Plan of Distribution’’.
(3) After deducting the Agents’ Fee and before deducting expenses of the Offering, which are estimated to be C$1,400,000, which Mirabela will
pay from the proceeds of the Offering.
(4) Mirabela has granted the Agents an option (the ‘‘Over-Allotment Option’’), exercisable until the date that is 30 days following the closing of
the Offering, to purchase that number of additional Shares equal to up to 15% of the Shares sold in the Offering, to cover over-allotments, if
any, and for market stabilization purposes. This prospectus qualifies the distribution of the Over-Allotment Option and the distribution of the
Shares to be issued upon exercise of the Over-Allotment Option. See ‘‘Plan of Distribution’’.
(5) If the Over-Allotment Option is exercised in full, the total price to the public, Agents’ Fee and net proceeds to Mirabela will be C$182,850,000,
C$9,142,500 and C$173,707,500, respectively.
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