COPY OF FINAL PROSPECTUS - Mirabela Nickel

CANADIAN AND AUSTRALIAN ONGOING REPORTING REQUIREMENTS
Mirabela is a reporting issuer in Canada and must prepare financial statements and other continuous
disclosure documents in accordance with Canadian laws. Mirabela is also required to comply with all relevant
Australian laws and regulations, including the ASX listing rules.
The ASX listing rules regulate various matters, including continuous and periodic disclosure obligations,
new issues of securities, share buy-backs, related party transactions and significant changes to the nature or scale
of a corporation’s activities. These rules are similar but not identical to the listing rules of the TSX. A summary
of some of the requirements imposed on corporations listed on the ASX is set out below.
New Issuances of Securities
Subject to certain exceptions, the ASX listing rules restrict a corporation from issuing or agreeing to issue
equity securities in any 12 month period which would amount to more than 15% of the corporation’s total issued
and outstanding shares. Exceptions to this restriction include (but are not limited to) issuances made with
shareholder approval, pro rata issuances, issuances on conversion of convertible securities (where the convertible
securities were issued prior to listing or in compliance with the ASX listing rules), issuances under certain
takeover bids and issuances under certain employee share schemes and dividend reinvestment plans.
Transactions with Related Parties
A corporation listed on the ASX may not issue or agree to issue any securities to a related party (including
an entity that controls the corporation, the corporation’s directors and entities controlled by directors) without
shareholder approval.
Shareholder approval is also required if a listed corporation proposes to acquire a substantial asset from, or
dispose of a substantial asset to, a related party, which for this purpose includes any person who (together with
their associates) holds or held within the preceding six months 10% or more of the shares in the corporation. In
broad terms, an asset is a substantial asset if it is valued at 5% or more of the total equity interests of the
corporation as last reported to the ASX.
Significant Transactions
A corporation listed on the ASX may be required to obtain shareholder approval (by a simple majority) to
any proposal involving a significant change in the nature or scale of its activities, or which entails the disposal of
its main undertaking.
Corporate Governance
Both the TSX and the ASX follow corporate governance standards based on principles rather than rules. In
the Canadian approach, corporations are required to disclose the extent to which they comply with established
disclosure standards with a public explanation of any discrepancies. In addition, Canadian securities regulatory
authorities have developed voluntary corporate governance guidelines to provide guidance to issuers. The ASX
has a similar regime which requires corporations to provide a statement in their annual report disclosing the
extent to which they have followed the best practice recommendations in the reporting period. Where
corporations have not followed all the recommendations, they must identify the recommendations that have not
been followed and give reasons for not following them.
TRADING ON THE TORONTO STOCK EXCHANGE AND AUSTRALIAN SECURITIES EXCHANGE
Mirabela currently has 88,450,000 ordinary shares issued and outstanding, all of which are traded on the
TSX and the ASX under the symbol ‘‘MNB’’ and ‘‘MBN’’, respectively. Upon completion of the Offering,
Mirabela expects to have 118,450,000 ordinary shares issued and outstanding (122,950,000 if the Over-Allotment
Option is exercised in full).
Those Shares subscribed for under this prospectus will be registered on, and held by investors through, the
Canadian sub-register and will be traded on the TSX. Holders of ordinary shares on the Australian register who
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