COPY OF FINAL PROSPECTUS - Mirabela Nickel

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For the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Shares (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars. Amounts denominated in Australian or United States dollars must be converted into Canadian dollars based on the exchange rate generally prevailing at the time such amounts arise. Dividends on Shares Any dividends received or deemed to be received on the Shares by an individual will be included in the individual’s income and will not be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to taxable dividends received from taxable Canadian corporations. Dividends received or deemed to be received on the Shares by a corporation will be included in computing the corporation’s income and generally will not be deductible in computing the corporation’s taxable income. A Holder that is a ‘‘Canadian-controlled private corporation’’ (as defined in the Tax Act) may be liable to pay an additional refundable tax of 6 2 ⁄3% in respect of dividends received or deemed to be received on the Shares. Australian non-resident withholding tax or other Australian income tax payable by a Holder in respect of dividends received on the Shares may be eligible for a foreign tax credit or deduction under the Tax Act to the extent and under the circumstances prescribed in the Tax Act. Dispositions of Shares A Holder who disposes of or is deemed to dispose of the Shares (including on a purchase of Shares for cancellation by Mirabela) will generally realize a capital gain (or sustain a capital loss) to the extent that the Holder’s proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of such Shares to the Holder immediately before the disposition. One-half of any capital gain (the ‘‘taxable capital gain’’) realized by a Holder will be included in the Holder’s income for the year of disposition. One-half of any capital loss realized (the ‘‘allowable capital loss’’) generally must be deducted by the Holder against taxable capital gains realized by the Holder for the year of disposition. Any excess of allowable capital losses over taxable capital gains for the year of disposition generally may be carried back up to three taxation years or forward indefinitely and deducted against net taxable capital gains in those other years to the extent and in the circumstances prescribed in the Tax Act. Australian tax, if any, levied on any gain realized on the disposition of the Shares may be eligible for a foreign tax credit or deduction under the Tax Act to the extent and under the circumstances prescribed under the Tax Act. Capital gains realized by a Holder that is an individual or trust, other than certain specified trusts, may give rise to alternative minimum tax under the Tax Act. Corporations that are ‘‘Canadian-controlled private corporations’’, as defined in the Tax Act, may be subject to an additional refundable 6 2 ⁄3% tax on their ‘‘aggregate investment income’’ (which is defined in the Tax Act to include an amount in respect of taxable capital gains). Proposals Regarding Foreign Investment Entities On November 9, 2006, the Minister of Finance (Canada) released draft legislation to amend the Tax Act, including revised proposed amendments to the Tax Act generally applicable for taxation years commencing after 2007, regarding the taxation of certain interests in non-resident entities that are ‘‘foreign investment entities’’ (the ‘‘FIE Proposals’’) A corporation is not a foreign investment entity if the ‘‘carrying value’’ of all of its ‘‘investment property’’ is not greater than one-half of the ‘‘carrying value’’ of all its property or if, throughout the taxation year, its principal undertaking is not an ‘‘investment business’’ within the meaning of those terms in the FIE Proposals. Based on its current and planned activities, Mirabela believes that it currently is not a ‘‘foreign investment entity’’ under the FIE Proposals. In the event that the FIE Proposals are enacted as proposed and do apply to the Shares, a Holder may be required to include in income for each taxation year an amount of income or gains 42
elating to the Shares computed in accordance with the FIE Proposals, regardless of whether or not the Holder actually received any income from, or realizes any gains relating to, the Shares. The determination of whether or not Mirabela is a foreign investment entity must be made on an annual basis at the end of each taxation year of Mirabela, and no assurances can be given that Mirabela will not be a foreign investment entity at the end of any of its taxation years. In any event, the FIE Proposals will not apply in a taxation year of a Holder if, at the end of the taxation year of Mirabela that ends in such year, the Shares are an ‘‘exempt interest’’ to the Holder. Generally, the Shares will constitute an exempt interest to a Holder at a particular time if: (i) it is reasonable to conclude that the Holder has, at that time, no ‘‘tax avoidance motive’’ (within the meaning of the FIE Proposals) in respect of the Shares; (ii) throughout the period of Mirabela’s taxation year that includes that time, during which the Holder held the Shares, either (i) Mirabela is governed by and exists under the laws of Australia, and Mirabela is a resident of Australia for purposes of the Australia-Canada Income Tax Convention, or (ii) Mirabela is a resident of Australia for purposes of the Tax Act and the Shares are listed on a prescribed stock exchange (which includes the TSX and ASX); and (iii) throughout such period, the Shares are an ‘‘arm’s length interest’’ of the Holder within the meaning of the FIE Proposals. The determination of whether a Holder will have a tax avoidance motive in respect of the Shares within the meaning of the FIE Proposals will depend upon the particular circumstances of the Holder. Holders should consult their own tax advisors regarding the determination of whether they have such a tax avoidance motive. The Shares will qualify as an arm’s length interest at any time in respect of a Holder for purposes of the FIE Proposals provided (i) it is reasonable to conclude that there are at least 150 persons each of which holds at that time Shares having a total fair market value of at least $500, (ii) it is reasonable to conclude that the Shares can normally be acquired and sold by members of the public in the open market, and (iii) the aggregate fair market value at that time of the Shares that are held by the Holder, or an entity or individual with whom the Holder does not deal at arm’s length for purposes of the Tax Act, does not exceed 10% of the aggregate fair market value of all the shares of Mirabela at that time. The determination of whether or not the Shares constitute an exempt interest to a Holder must be made on an annual basis at the end of the taxation year of Mirabela and no assurances can be given that the Shares will qualify as an arm’s length interest upon the closing of the Offering or at any time in the future. The FIE Proposals are complex and have been subject to extensive commentary and amendment. No assurances can be given that the new rules will be enacted in the form proposed. Holders should consult their own tax advisors regarding the application of the new rules in their particular circumstances. Foreign Property Information Reporting In general, a ‘‘specified Canadian entity’’, as defined in the Tax Act, for a taxation year or fiscal period whose total cost amount of ‘‘specified foreign property’’, as defined in the Tax Act, at any time in the taxation year or fiscal period exceeds C$100,000, is required to file an information return for the taxation year or fiscal period disclosing prescribed information, including the cost amount and any income in the year, in respect of such property. With some exceptions, a taxpayer resident in Canada in the year, other than a corporation or trust exempt from tax under Part I of the Tax Act, will be a specified Canadian entity. The Shares will be specified foreign property to a Holder. The reporting rules in the Tax Act are complex and this summary does not purport to explain all circumstances in which reporting may be required by any investor. Accordingly, Holders should consult their own tax advisors regarding compliance with these rules. 43
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 and 46: Fazenda Palestina Intrusion The Faz
Page 47: The Ponto Novo project area consist
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
Page 123 and 124:
MIRABELA NICKEL LIMITED BALANCE SHE
Page 125 and 126:
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CERTIFICATE OF THE COMPANY Dated: A
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COPY OF FINAL PROSPECTUS - Mirabela Nickel

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