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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’’.

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