COPY OF FINAL PROSPECTUS - Mirabela Nickel

Evaluation Agreement (the ‘‘Form of Farm-In Agreement’’). Inco Brazil provided such notice to Mirabela Brazil
on February 9, 2007 in respect of the Santa Rita and Palestina Project areas. The parties are currently
negotiating the terms of a farm-in agreement in respect of the Santa Rita and Palestina project areas, based
upon the Form of Farm-In Agreement. Management expects that a definitive form of farm-in agreement,
substantially similar to the Form of Farm-In Agreement, will be entered into in the near future. Until such time
as a definitive agreement is so entered into, the Form of Farm-In Agreement governs.
Form of Farm-In Agreement
Under the Form of Farm-In Agreement, Inco Brazil shall incur annual expenditures of US$300,000 in the
first year escalating at the rate of US$100,000 per annum to a maximum of US$800,000 per year, in exploration
of each Farm-In Area.
Under the Form of Farm-In Agreement, Inco Brazil will be vested with up to a 70% equity interest in a
Farm-In Area if it (i) drills to indicated and/or measured resource status a nickel sulphide resource of at least
100,000 tonnes of contained nickel for such Farm-In Area (including any satellite resources within 20 kilometres
of the main resource); and (ii) completes a bankable feasibility study converting such resource to proven and/or
probable mineral reserves of at least 100,000 tonnes of contained nickel for such Farm-In Area, in each case, by
February 9, 2013. If Inco Brazil elects to mine the Farm-In Area, Mirabela Brazil can elect to either contribute
its 30% share of costs for a 30% equity interest in the project or be loan carried into production for a 15% equity
interest in the project.
If Mirabela Brazil is loan carried, the loan shall be non-recourse and secured against Mirabela Brazil’s 15%
equity interest in the subject project. The loan shall be interest-bearing and repayable out of 80% of Mirabela
Brazil’s share of proceeds from the project. The interest rate shall be LIBOR plus 2%.
Inco Brazil may elect not to pursue exploration and/or development of a Farm-In Area at any time prior to
making a decision to mine. Upon such election, the farm-in agreement shall terminate and Inco Brazil’s equity
interest in the Farm-In Area will terminate. Upon such termination, Inco Brazil shall pay Mirabela Brazil half
the amount of any unexpended annual expenditures obligations and Inco Brazil shall not apply for any
exploration or mining licences or seek to acquire any interest in exploration or mining licences within five
kilometres of the Farm-In Area for a period of one year from the date of termination.
Upon the equity interest vesting with Inco Brazil, a joint venture company will be incorporated in Brazil to
hold title to the Farm-In Area and will be owned by Inco Brazil and Mirabela Brazil in accordance with their
equity interest in the project and Mirabela will transfer title to the tenements covering the Farm-In Area to the
joint venture company subject to a sublease back to Mirabela Brazil of any Excluded Resources on the subject
tenements. The joint venture company will be governed by a shareholder’s agreement between Inco Brazil and
Mirabela Brazil.
The Form of Farm-In Agreement provides that during and for a one year period after the term of the
farm-in agreement, Inco Brazil undertakes not to apply for or seek to acquire any interest in the tenements
comprising the Farm-In Area.
The Form of Farm-In Agreement provides that neither party may transfer its rights under the agreement,
the tenement covering the Farm-In Area or in the Mining Agreement to a third party without first offering its
interest to the other party thereto. Inco Brazil also has the right, but not the obligation, to purchase Mirabela
Brazil’s share of the concentrates of nickel and associated elements produced from the Farm-In Area on normal
commercial terms.
18