COPY OF FINAL PROSPECTUS - Mirabela Nickel

Management believes this mineralization is highly prospective for additional nickel sulphide mineralization.
An exploration diamond drill program of ten holes (2,000 metres) is currently underway.
Palestina Exploration
Geological mapping, rock and soil sampling and airborne and ground geophysics have been completed at
the Palestina project area. A 1,700 metre (seven holes) diamond drilling program is currently underway to test
coincident IP/geochemical anomalies and stratigraphy. Geological mapping in the area has mainly identified
gabbro and pyroxenite rocks that are consistent with the mineralization at Santa Rita. As a result, management
considers Palestina to be a highly prospective target for Santa Rita type mineralization.
The Palestina project area also includes the Gongogi prospect. The Gongogi prospect is located
approximately seven kilometres north of Palestina. Preliminary geological mapping suggests the presence of a
layered intrusion at Gongogi. Management believes that this intrusion might also be prospective for nickel
sulphides.
Palestina is approximately 25 kilometres from the Santa Rita Project and therefore could provide additional
sources of mill feed for the proposed mill.
The Company’s interest in the Palestina project consists of three granted exploration licences and one
application for a new exploration licence, (collectively, the ‘‘Palestina Mineral Rights’’). Two of the Palestina
Mineral Rights are registered to CBPM (subject to the Mining Agreement as a Contract Tenement), one is
registered to Mirabela Brazil and one, being the application for a new exploration licence, is registered to Utinga
(and upon execution and delivery of the Utinga Amendment, will be made subject to the Mining Agreement as a
Contract Tenement).
On December 20, 2005 and February 15, 2007, the Company entered into access agreements with
landowners in the Palestina project area. Under these agreements, Mirabela was granted the right to access the
land for exploration only (not for production) at a fee of R$1,500 per month.
The Inco Agreements
Evaluation Agreement
The Evaluation Agreement between Mirabela Brazil and Inco Brazil sets out the terms under which the
parties have agreed to cooperate with each other to explore, evaluate and potentially develop new nickel
sulphide resources upon the Santa Rita (including the Peri Peri project, the Sao Pedro prospect and the
Grutinha Salobo prospect), Palestina (including the Gongogi prospect) and São Francisco project areas
(collectively, the ‘‘Project Areas’’) during an evaluation period of one year that ended on December 12, 2006.
The Evaluation Agreement specifically excludes therefrom (i) the existing nickel sulphide resource upon
the Santa Rita Project area and any strike extensions and any depth extensions economically capable of being
open cut mined; (ii) the existing nickel laterite resource and any strike extensions and any depth extensions
economically capable of being open cut mined; (iii) any ‘‘disseminated nickel resource’’ upon the Project Areas,
being any nickel sulphide resource that is located within 300 metres of the surface with a nickel grade of less
than 1% (using a cut-off of 0.4% nickel), and any depth extensions of such resource economically capable of
being open cut mined; and (iv) any nickel laterite resource upon the Project Areas located within 150 metres of
the surface and any depth extensions of such resource economically capable of being open cut mined
(collectively, the ‘‘Excluded Resources’’) provided that the Project Areas do include any resource that might
occur below any of the Excluded Resources.
Under the Evaluation Agreement, during the evaluation period Inco Brazil had the exclusive right to enter
upon, explore and evaluate the Project Areas, remove reasonable quantities of ore for assay and testing purposes
and the right to elect to earn an equity interest in one or more of the Project Areas. Inco Brazil was required to,
and did, fund a minimum of US$500,000 in expenditures on the Project Areas.
During and within 60 days of the end of the evaluation period, Inco Brazil had the right to earn an equity
interest in any or all of the Project Areas other than the Excluded Resources (the ‘‘Farm-In Area’’) by providing
notice to Mirabela Brazil and entering into a farm-in agreement substantially in the form appended to the
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