COPY OF FINAL PROSPECTUS - Mirabela Nickel

wish to change registers and trade their shares on the TSX will be able to contact Mirabela’s Australian registrar
and request their holding be transferred to the Canadian sub-register. Similarly, holders of ordinary shares on
the Canadian sub-register who wish to trade their shares on the ASX may contact Mirabela’s Canadian registrar
and request that their holdings be transferred to the Australian register. Shareholders holding shares indirectly
through brokers or nominees may need to take additional steps to transfer shares between the registers.
USE OF PROCEEDS
The gross proceeds received by Mirabela from the Offering will be C$159,000,000, or C$182,850,000 if the
Over-Allotment is fully exercised. The net proceeds of the Offering after, deducting the Agents’ Fee and
expenses of the Offering (estimated to be C$1,400,000), will be approximately C$149,650,000, or C$172,307,500
if the Over-Allotment is fully exercised.
The working capital of Mirabela as at April 20, 2007 was approximately C$18.7 million. The Technical
Report recommends that Mirabela complete the BFS and continue its existing drilling and exploration
programs. Consistent with this, Mirabela intends to use its available funds to complete the BFS (C$4.8 million),
to make installments, as and when due, under the Land Purchase Agreements pursuant to which Mirabela has
an option to purchase the land comprising the Santa Rita Project area (C$5.7 million assuming such options are
exercised), finance its existing drilling and exploration program at the Santa Rita, Peri Peri and Palestina
projects (C$1.5 million) and the balance for general corporate purposes and working capital including the
capital costs of the Santa Rita Project.
Management believes that the Santa Rita Project is sufficiently advanced to warrant undertaking the
Offering to raise funds for the capital costs of the Santa Rita Project in advance of the completion of the BFS.
Assuming the outcome of the BFS is positive the net proceeds of the Offering will be used to finance a portion
of the capital costs of the Santa Rita Project, estimated to be US$223 million. Mr. Nick Poll, who is the
Managing Director of Mirabela and a qualified person within the meaning of National Instrument 43-101 has
been involved in the preparation of Mirabela’s work plan and the related allocation of its working capital and
proceeds of the Offering and believes them to be reasonable.
Management expects the BFS to be completed in May 2007. There can be no assurance that the outcome of
the BFS will be positive. Mirabela has no definitive plans for the net proceeds of the Offering if the outcome of
the BFS is such that management determines, for any reason, not to proceed with the Santa Rita Project. In such
event, any expenditure of the net proceeds shall be at the discretion of management of Mirabela, and there can
be no assurance as of the date of this prospectus as to how such funds will be expended.
Mirabela intends to hold the net proceeds of the Offering in term deposits at major Canadian and/or
Australian banks pending their expenditure.
The estimated capital costs of the Santa Rita Project are US$223 million. Accordingly, if the outcome of the
BFS is positive, Mirabela intends to raise the balance of the funds required to finance the capital costs of the
Santa Rita Project through debt and/or equity financing. There can be no assurance that such additional
financing will be available at all or on terms acceptable to the Company.
Mirabela intends to spend the funds available to it as stated in this prospectus. However, there may be
circumstances where, for sound business reasons, a reallocation of funds may be necessary. See ‘‘Risk Factors’’.
DIVIDEND RECORD AND POLICY
Mirabela has not, since the date of its incorporation, declared or paid any dividends on its shares, and does
not currently have a policy with respect to the payment of dividends. For the foreseeable future, Mirabela
anticipates that it will retain future earnings and other cash resources for the operation and development of its
business. The payment of dividends in the future will depend on the earnings, if any, and the financial condition
of the Company and such other factors as the directors of Mirabela consider appropriate.
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