COPY OF FINAL PROSPECTUS - Mirabela Nickel

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TABLE OF CONTENTS Page FORWARD-LOOKING STATEMENTS .... i CONSOLIDATED CAPITALIZATION .... 53 FINANCIAL INFORMATION AND PRINCIPAL HOLDERS OF SHARES ..... 54 ACCOUNTING PRINCIPLES ......... i OPTIONS TO ACQUIRE SHARES ....... 54 EXCHANGE RATE INFORMATION ..... ii PRICE RANGE AND TRADING ELIGIBILITY FOR INVESTMENT ...... ii VOLUME OF SHARES .............. 55 PROSPECTUS SUMMARY ............. 1 PRIOR SALES OF SHARES ............ 55 CORPORATE STRUCTURE ........... 7 INDEBTEDNESS OF DIRECTORS AND OFFICERS ....................... 55 GENERAL BUSINESS OF THE COMPANY ....................... 7 DIRECTORS AND OFFICERS .......... 56 DRILLING AND EXPLORATION OF THE EXECUTIVE COMPENSATION ......... 60 SANTA RITA PROJECT AREA AND PLAN OF DISTRIBUTION ............. 62 THE PALESTINA PROJECT AREA .... 15 RISK FACTORS ..................... 64 THE NICKEL MARKET ............... 19 INTEREST OF MANAGEMENT AND DETAILS OF THE SANTA RITA OTHERS IN MATERIAL PROJECT ........................ 24 TRANSACTIONS .................. 69 MIRABELA’S OTHER PROJECTS ....... 39 LEGAL PROCEEDINGS .............. 70 CANADIAN FEDERAL INCOME TAX LEGAL MATTERS ................... 70 CONSIDERATIONS FOR CANADIAN SHAREHOLDERS OF MIRABELA .... 41 EXPERTS .......................... 70 AUDITORS, TRANSFER AGENT AND CANADIAN AND AUSTRALIAN REGISTRAR ...................... ONGOING REPORTING 70 REQUIREMENTS .................. 44 MATERIAL CONTRACTS ............. 71 TRADING ON THE TORONTO STOCK PURCHASERS’ STATUTORY RIGHTS OF EXCHANGE AND AUSTRALIAN WITHDRAWAL AND RESCISSION .... 71 SECURITIES EXCHANGE ........... 44 CONSENT OF AUDITOR ............. 72 USE OF PROCEEDS ................. 45 GLOSSARY OF TECHNICAL TERMS .... A-1 DIVIDEND RECORD AND POLICY ..... 45 FINANCIAL STATEMENTS FOR THE SELECTED CONSOLIDATED FISCAL YEAR ENDED JUNE 30, 2006 FINANCIAL INFORMATION ......... 46 AND 2005 ........................ F-1 FINANCIAL STATEMENTS FOR THE MANAGEMENT’S DISCUSSION AND SIX MONTH PERIOD ENDED ANALYSIS OF FINANCIAL DECEMBER 31, 2006 ............... FF-1 CONDITION AND RESULTS OF OPERATIONS ..................... 46 CERTIFICATE OF THE COMPANY ...... C-1 DESCRIPTION OF SHARES ........... 52 CERTIFICATE OF THE AGENTS ....... C-2 Page
FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements, which reflect management’s expectations regarding Mirabela’s future growth, results of operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects (including the timing and development of new deposits and the success of exploration activities) and opportunities. Wherever possible, words such as ‘‘plans’’, ‘‘expects’’, or ‘‘does not expect’’, ‘‘budget’’, ‘‘scheduled’’, ‘‘estimates’’, ‘‘forecasts’’, ‘‘anticipate’’ or ‘‘does not anticipate’’, ‘‘believe’’, ‘‘intend’’ and similar expressions or statements that certain actions, events or results ‘‘may’’, ‘‘could’’, ‘‘would’’, ‘‘might’’ or ‘‘will’’ be taken, occur or be achieved, have been used to identify these forward-looking statements. Although the forward-looking statements contained in this prospectus reflect management’s current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, Mirabela cannot be certain that actual results will be consistent with these forward-looking statements. A number of factors could cause actual results, performance, or achievements to differ materially from the results expressed or implied in the forward-looking statements including those listed in the ‘‘Risk Factors’’ section of this prospectus. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause Mirabela’s actual results, performance, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. Although Mirabela has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, prospective investors should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date of this prospectus and, except as required under applicable laws, Mirabela assumes no obligation to update or revise them to reflect new events or circumstances. FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES References in this prospectus to ‘‘C$’’ are to Canadian dollars. References in this prospectus to ‘‘A$’’ are to Australian dollars. The financial statements included herein are reported in Australian dollars. References in this prospectus to ‘‘US$’’ are to United States dollars and references in this prospectus to ‘‘R$’’ are to Brazilian Reals. The annual consolidated financial statements of the Company contained herein have been prepared in accordance with International Financial Reporting Standards (‘‘IFRS’’) rather than Canadian generally accepted accounting principles and may not be comparable to financial statements of Canadian issuers. Mirabela has not, and is not required to, provide a reconciliation of its financial statements to Canadian generally accepted accounting principles. i
Page 1 and 2: ABN 23 108 161 593 Ground⋅Floor,
Page 3: (continued from cover) Unless other
Page 7 and 8: PROSPECTUS SUMMARY The following is
Page 9 and 10: Recent Developments: Drilling and E
Page 11 and 12: Summary of Financial Information: M
Page 13 and 14: CORPORATE STRUCTURE Mirabela Nickel
Page 15 and 16: The Santa Rita Project The Santa Ri
Page 17 and 18: which a final exploration report ha
Page 19 and 20: and R$4.2 million, payable in insta
Page 21 and 22: esources by holders of mining conce
Page 23 and 24: Management believes this mineraliza
Page 25 and 26: THE NICKEL MARKET The following sum
Page 27 and 28: 27MAR200712114903 Source: World Bur
Page 29 and 30: A mining concession may only be gra
Page 31 and 32: Property Description The Santa Rita
Page 33 and 34: Accessibility, Climate, Local Resou
Page 35 and 36: 25MAR200710211038 The ultramafic zo
Page 37 and 38: completed in October 2006. The RC d
Page 39 and 40: sample of approximately two kilogra
Page 41 and 42: Metallurgy The Santa Rita deposit c
Page 43 and 44: Operating Costs GRD Minproc estimat
Page 45 and 46: Fazenda Palestina Intrusion The Faz
Page 47 and 48: The Ponto Novo project area consist
Page 49 and 50: elating to the Shares computed in a
Page 51 and 52: wish to change registers and trade
Page 53 and 54: Selected Annual Financial Informati
Page 55 and 56:
The carrying value of mineral prope
Page 57 and 58:
Finance Activities, Liquidity and C
Page 59 and 60:
Disclosure of Shareholding Informat
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PRICE RANGE AND TRADING VOLUME OF S
Page 63 and 64:
Management The following is a brief
Page 65 and 66:
faith with a view to the best inter
Page 67 and 68:
Aggregated Options Exercised During
Page 69 and 70:
markets and may also be terminated
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Mirabela currently depends heavily
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disposal of solid and hazardous was
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Stock Exchange Prices The market pr
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MATERIAL CONTRACTS Except for contr
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GLOSSARY OF TECHNICAL TERMS The fol
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mackinawite ............. magmatic
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Mirabela Nickel Limited Consolidate
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AUDITOR’S REPORT IN RESPECT OF CO
Page 87 and 88:
MIRABELA NICKEL LIMITED STATEMENTS
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MIRABELA NICKEL LIMITED STATEMENTS
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MIRABELA NICKEL LIMITED NOTES TO FI
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MIRABELA NICKEL LIMITED INCOME STAT
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MIRABELA NICKEL LIMITED BALANCE SHE
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CERTIFICATE OF THE COMPANY Dated: A
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COPY OF FINAL PROSPECTUS - Mirabela Nickel

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