COPY OF FINAL PROSPECTUS - Mirabela Nickel

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defer the development of the Serra Azul project until after the commencement of mining operations at Santa Rita. Ferronickel smelters require saprolite ore, a type of nickel laterite. Electric arc furnaces have been used for ferronickel production from saprolite ore since the 1950s. The production process starts with drying and reducing the ore in the presence of carbon (coal or oil). It is then added to a furnace at around 1600C. Electric arcs are run through the melt to reduce metal oxides to metal. The resulting iron-silica slag is skimmed off to leave ferronickel. The ferronickel produced by these smelters comprises between 20% and 40% nickel with the balance being mostly iron. Ferronickel can be added directly to the stainless steel production line without further processing. As a result, stainless steel producers generally pay 100% of the contained nickel metal value at LME prices, depending upon ferronickel grade and quality. The grade of the feed ore varies from 0.8% nickel to 2.6% nickel. Energy is the most significant cost to ferronickel smelters. High grade nickel ore greatly reduces the cost per pound of nickel produced. There are a limited number of known high-grade saprolite ore bodies that are available for export. In order to develop a mining operation that ships saprolite ore directly from the Serra Azul project to ferronickel smelters, the Company must enter into an off-take agreement with a ferronickel smelter and following completion of an off-take agreement, arrange mining, trucking and port handling. São Francisco São Francisco is an established nickel/copper exploration project. Management believes that the São Francisco project has the potential for large tonnage, disseminated mineralization. The São Francisco project area is located approximately 400 kilometres to the north of the Santa Rita Project site, approximately 15 kilometres from the neighbouring towns of Piranhas and Caninde de São Francisco, approximately 150 kilometres from the coast and approximately 20 kilometres from the Xingo hydroelectrical station. The São Francisco project comprises 50 kilometres of prospective strike length with known nickel sulphide occurrences from previous drilling. There are over five known nickel sulphide prospects on the São Francisco project site. Previous exploration of the São Francisco project was directed towards the discovery of high grade massive sulphides at depth. While this remains a target, management believes there is an opportunity to leverage the recent recognition of the economic potential of medium-tonnage, lower grade, disseminated, open-cut nickel sulphide projects such as Santa Rita and test near the surface mineralization for open-cut potential. A VTEM airborne geophysical survey was recently flown over the São Francisco project pursuant to the Evaluation Agreement with Inco Brazil to identify large massive, nickel sulphide deposits containing over 100,000 tonnes of nickel in high grade (+2%) nickel mineralization. The VTEM airborne geophysical survey identified a number of anomalies. As a result, this survey did not provide clear drilling targets for such mineralization. The Company intends to complete an IP ground geophysics survey of São Francisco to confirm the anomalies identified by the VTEM survey, particularly in the vicinity of drill hole PR 05 that contained six metres grading 0.62% nickel in disseminated nickel sulphides. Re-interpretation of the existing drill holes and geophysics suggest that this mineralization might be dipping towards the south-west, not north-east as previously assumed for drill hole planning. Ponto Novo The Ponto Novo nickel sulphide and laterite exploration project is located approximately 220 kilometres north-west of Salvador and about 30 kilometres from a railway terminal on the Centro Atlantico railway line to the mineral processing port of Aratu, near Salvador. 40
The Ponto Novo project area consists of a four kilometre by one kilometre ridge of serpentinite that management believes could represent similar geology to the Santa Rita mafic-ultramafic intrusion. The ridge is surrounded by alluvial sands at surface. The regional geological context of Ponto Novo is consistent with that found at the Santa Rita deposit and as such management believes it may represent an extension of the same structural margin environment. Exploration of the Ponto Novo project area to date however has been hampered by the lateritic cap rock over the intrusion that conceals the underlying geology and complicates geochemical sampling. The Company intends to undertake an IP geophysics program to assess the potential for Santa Rita type mineralization and a possible nickel laterite resource, assess the extent of alluvial cover in the area and identify undercover geology. Araguacema The Araguaçema copper project area is located close to the Araguaia River, 200 kilometres north-west of Palmas, the capital of Tocantins state. The Company acquired its interest in the Araguacema property because previous explorers identified a copper sulphide intersection of six metres at a grading of 1.26% copper and a copper oxide intersection of 20 metres at a grading of 0.71% copper in a trench, hosted by basalt and iron-rich exhalative rocks. Such a geological environment is generally considered prospective for volcanogenic massive sulphide deposits, which can host copper, lead and zinc mineralizations. CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR CANADIAN SHAREHOLDERS <strong>OF</strong> MIRABELA The following is a general summary of the principal Canadian federal income tax considerations generally applicable to purchasers of Shares who, for purposes of the Income Tax Act (Canada) (the ‘‘Tax Act’’) and for purposes of the Australia-Canada Income Tax Convention, at all relevant times, is or is deemed to be resident in Canada, will hold the Shares issued under this prospectus as capital property and deals at arm’s length with and is not affiliated with <strong>Mirabela</strong> (a ‘‘Holder’’). Generally, the Shares will be considered to be capital property to a Holder provided that the Holder does not hold the Shares in the course of carrying on a business of buying and selling securities and has not acquired the Shares as an adventure in the nature of trade. Under the Tax Act, shares, including the Shares, acquired by certain ‘‘financial institutions’’ (as defined in subsection 142.2(1) of the Tax Act) will generally not be held as capital property by such holders and will be subject to special ‘‘mark-to-market’’ rules contained in the Tax Act. This summary does not take into account these special rules, and prospective purchasers to which these special rules may be relevant should consult their own tax advisors. This summary does not apply where the Company would be a ‘‘foreign affiliate’’ of the prospective purchaser for purposes of the Tax Act. This summary does not apply to a prospective purchaser of an interest which would be a ‘‘tax shelter investment’’ as defined in the Tax Act. Such prospective purchasers should consult their own tax advisors. This summary is of general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular investor. This summary is not exhaustive of all Canadian federal income tax considerations. There may also be tax implementations for investors under the laws of Australia or the laws of any other jurisdiction in which the investor resides or to which the investor is subject, which are not addressed by this summary. Accordingly, prospective purchasers are urged to consult their own tax advisors with respect to their particular circumstances. This summary is based on the current provisions of the Tax Act, the regulations thereunder, all specific proposals to amend the Tax Act and the regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the ‘‘Proposals’’) and the current administrative policies and assessing practices of the Canada Revenue Agency (the ‘‘CRA’’) publicly available prior to the date hereof. No assurance can be given that the Proposals will be enacted in their current form or at all. This summary does not otherwise take into account any changes in law or in the administrative policies or assessing practices of the CRA, whether by legislative, governmental or judicial decision or action, nor does it take into account or consider any provincial, territorial or foreign income tax considerations. The provisions of provincial income tax legislation vary from province to province in Canada and in some cases differ from federal income tax legislation. 41
Page 1 and 2: ABN 23 108 161 593 Ground⋅Floor,
Page 3 and 4: (continued from cover) Unless other
Page 5 and 6: FORWARD-LOOKING STATEMENTS This pro
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: Fazenda Palestina Intrusion The Faz
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
Page 61 and 62: 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
Page 71 and 72: Mirabela currently depends heavily
Page 73 and 74: disposal of solid and hazardous was
Page 75 and 76: Stock Exchange Prices The market pr
Page 77 and 78: MATERIAL CONTRACTS Except for contr
Page 79 and 80: GLOSSARY OF TECHNICAL TERMS The fol
Page 81 and 82: mackinawite ............. magmatic
Page 83 and 84: Mirabela Nickel Limited Consolidate
Page 85 and 86: AUDITOR’S REPORT IN RESPECT OF CO
Page 87 and 88: MIRABELA NICKEL LIMITED STATEMENTS
Page 89 and 90: MIRABELA NICKEL LIMITED STATEMENTS
Page 91 and 92: MIRABELA NICKEL LIMITED NOTES TO FI
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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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