The Company has signed a memorandum of understanding with the State of Bahia and the Municipality of Itagiba to obtain deferrals of import duties and Value Added Tax (ICHS) on the acquisition of certain assets purchased for the Santa Rita Project until such time as <strong>Mirabela</strong> Brazil disposes of the assets. Discussions have commenced in respect of a similar understanding for fiscal reductions once the project is operating. See ‘‘General Business of the Company — Licences and Approvals Related to the Santa Rita Project — Memorandum of Understanding’’. Investment and Repatriation of Funds Pursuant to Brazilian law, foreign capital investments must be registered with the Central Bank of Brazil (‘‘BACEN’’) through an internet-based Electronic Registration System. The registration of foreign capital investments is required for remittances abroad in foreign currency, such as the remittance of profits and the repatriation of capital. It is also required for the registration of the reinvestment of profits obtained in the Brazilian entity. An investment, by way of subscription for capital from treasury or the purchase of capital stock of an existing Brazilian corporation, may be sent to Brazil through any financial institution duly authorized to execute exchange operations. Any investment in a Brazilian corporation must be registered with BACEN. Brazilian corporations may make payments to shareholders on account of interest on shareholders’ equity as an alternative form of making dividend distributions, provided that the rate of interest is not higher than the Brazilian federal government’s long term interest rate as determined by BACEN from time to time. If a foreign investor reinvests profits instead of remitting them abroad, such profits can be registered as foreign capital investment jointly with the foreign investor’s original investment, thereby increasing the future capital repatriation allowance for tax purposes. Foreign capital registered with BACEN can be repatriated at any time, without prior authorization. Remittances exceeding the amount registered are considered to be capital gains and are subject to a 15% withholding tax. The equity interest owned in a Brazilian company by a foreign investor may be sold, assigned or otherwise transferred abroad. Offshore loans between Brazilian based and foreign based persons must be reviewed by, and registered with, the BACEN. If the loan is approved, a certificate of registration will be granted. Such certificate will be valid for up to 120 calendar days. No payment may be made under such certificate following the expiration thereof, unless an application for revalidation has been made and approved by BACEN. DETAILS <strong>OF</strong> THE SANTA RITA PROJECT For an explanation of certain technical terms used in this prospectus, please see ‘‘Glossary of Technical Terms’’ beginning on page A-1 of this prospectus. Technical Report Unless otherwise stated, the information that follows relating to the Santa Rita Project is derived from, and in some instances is an extract from, the revised technical report dated April 2007 (the ‘‘Technical Report’’) by RSG Global Consulting Pty Ltd (‘‘RSG Global’’) in respect of the ‘‘Santa Rita and Serra Azul Projects’’. At the time of the preparation of the Technical Report, each of the individuals who contributed to the Technical Report was independent of the Company and was, or was supervised by, a ‘‘qualified person’’, as that term is defined in NI 43-101. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the Technical Report which has been filed with certain Canadian securities regulatory authorities pursuant to NI 43-101 and is available for review on SEDAR database on the Internet at www.sedar.com. Alternatively, a copy of the Technical Report may be inspected during distribution of the Shares being offered under this prospectus and for 30 days thereafter during normal business hours at <strong>Mirabela</strong>’s head office and at the offices of <strong>Mirabela</strong>’s legal counsel, Lawson Lundell LLP. 24
Property Description The Santa Rita deposit is located in the south-east of the Bahia State, Brazil, situated 360 kilometres southwest of Salvador and approximately six kilometres from the city of Ipiaú. The project is centred at 14 o 11’ 42’’ South latitude and 39 o 42’ 11’’ West longitude. 23MAR200704033650 25
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