COPY OF FINAL PROSPECTUS - Mirabela Nickel
COPY OF FINAL PROSPECTUS - Mirabela Nickel
COPY OF FINAL PROSPECTUS - Mirabela Nickel
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(continued from cover)<br />
Unless otherwise defined herein, the term ‘‘Shares’’ shall include the ordinary shares offered under this<br />
prospectus and the ordinary shares issuable on exercise of the Over-Allotment Option.<br />
The Agents, as exclusive agents for the purposes of the Offering, hereby conditionally offer the Shares on a best<br />
efforts basis, subject to prior sale, if, as and when issued by <strong>Mirabela</strong> and accepted by the Agents in accordance<br />
with the terms and conditions contained in the Agency Agreement referred to under ‘‘Plan of Distribution’’ and<br />
subject to the approval of certain legal matters on behalf of <strong>Mirabela</strong> by Lawson Lundell LLP and on behalf of<br />
the Agents by Cassels Brock & Blackwell LLP.<br />
The Shares are being offered to the public in all of the provinces of Canada, except for Québec and in the<br />
United States and Australia on a private placement basis.<br />
Subscriptions for the Shares offered hereunder will be received subject to rejection or allotment in whole or in<br />
part and the right is reserved to close the subscription books at any time without notice. It is expected that the<br />
closing of the Offering will take place on or about May 2, 2007 or on such other date as <strong>Mirabela</strong> and the Agents<br />
may agree, but no later than May 31, 2007.<br />
Subject to applicable laws and in connection with the Offering, the Agents may over-allot or effect transactions<br />
which stabilize or maintain the market price of the Shares at levels other than those which otherwise might<br />
prevail on the open market. See ‘‘Plan of Distribution’’ and ‘‘Use of Proceeds’’.<br />
An investment in the Shares is speculative and involves a significant degree of risk. Investors should carefully<br />
review the risk factors outlined in this prospectus before purchasing the Shares. See ‘‘Risk Factors’’.<br />
The Offering is being made by <strong>Mirabela</strong>, an Australian issuer with its head office and registered office at 8 Colin<br />
Street, Ground Floor, West Perth, Western Australia. Some or all of the directors and officers of <strong>Mirabela</strong> and<br />
some or all of the experts named in this prospectus reside outside of Canada. Some or all of the assets of those<br />
persons and <strong>Mirabela</strong> may be located outside of Canada. Furthermore, <strong>Mirabela</strong> is incorporated under the laws<br />
of a foreign jurisdiction and resides outside of Canada. Although <strong>Mirabela</strong> has appointed Lawson Lundell LLP,<br />
Suite 1600, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, Canada as its agent for services of<br />
process in Canada, it may not be possible for investors to collect from <strong>Mirabela</strong> or to enforce judgments<br />
obtained in Canadian courts predicated upon the civil liability provisions of applicable Canadian securities laws<br />
against <strong>Mirabela</strong>, its directors and officers and certain of the experts named in this prospectus. Moreover, it may<br />
not be possible for investors to effect service of process within Canada upon the directors, officers and experts<br />
referred to above.<br />
<strong>Mirabela</strong> may be a ‘‘connected issuer’’ of Dundee Securities Corporation, one of the Agents. Based on information<br />
provided by Dundee Securities Corporation, Dundee Securities Corporation, the directors, officers, employees<br />
and affiliates thereof, and the associates of each of them, own or control, as of April 20, 2007, in aggregate,<br />
14,707,408 ordinary shares representing 16.62% of the issued and outstanding ordinary shares of <strong>Mirabela</strong> and<br />
15.76% of the ordinary shares of <strong>Mirabela</strong> on a fully diluted basis. See ‘‘Plan of Distribution — Conflicts of<br />
Interest’’.