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COPY OF FINAL PROSPECTUS - Mirabela Nickel

COPY OF FINAL PROSPECTUS - Mirabela Nickel

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Finance Activities, Liquidity and Capital Resources<br />

In December 2006 and February 2007, <strong>Mirabela</strong> raised approximately A$26,250,000 through private<br />

placements of 12,500,000 ordinary shares issued at a price of A$2.10 per share.<br />

<strong>Mirabela</strong> has an obligation to pay an aggregate of C$5.7 million under the Land Purchase Agreements (if it<br />

exercises the options to purchase thereunder). <strong>Mirabela</strong>’s corporate and administration costs are estimated to be<br />

approximately C$2 million per annum.<br />

Management estimates that the completion of the BFS, expected in May 2007, will require an estimated<br />

expenditure of an additional C$4.8 million.<br />

Based on the estimated cost of completing the BFS and the Company’s budgeted expenditure for<br />

exploration and expected corporate and administration costs, the Company’s current working capital of<br />

approximately C$18.7 million are sufficient for the Company to complete the BFS while maintaining its existing<br />

exploration and drilling program and meeting all other corporate and administrative costs for 18 months. The<br />

expenditures for exploration and drilling will depend on a number of factors including the success of the drilling<br />

or exploration program, as the case may be. It is likely therefore, that prior to the Santa Rita Project becoming<br />

cash flow positive, further financing will be required to fund these aspects of the business. At this time, the<br />

quantum and timing of these potential financings cannot be reliably estimated.<br />

The capital cost requirement for the Santa Rita Project is estimated to be approximately US$223 million.<br />

The proceeds of the Offering will be insufficient to finance all of the capital development costs of the Santa Rita<br />

Project. Results of the BFS are expected in May 2007 following which, assuming a positive outcome, the<br />

Company intends to raise additional funds to finance mine development and infrastructure construction for<br />

anticipated production start-up of the Santa Rita Project in early 2009. Based on the economics of the Santa<br />

Rita Project and management’s current projections for nickel prices, the Company believes that it will be able to<br />

raise such funds. However, there is no assurance that additional funding will be available, as and when required,<br />

or if available, that it will be on terms acceptable to the Company.<br />

Off Balance Sheet Transactions<br />

The Company has had no off balance sheet transactions since incorporation.<br />

Related Party Transactions<br />

The Company completed a transaction with Moonlight Express Holdings Ltd. (‘‘Moonlight’’), an entity<br />

associated with one of <strong>Mirabela</strong>’s directors, Mr. Bill Clough, on April 20, 2004. Under the terms of the<br />

transaction the Company acquired all of the shares of <strong>Mirabela</strong> Brazil held by Moonlight and all of the mineral<br />

knowledge of Moonlight for the sum of A$351,126. The purchase price was allocated, as to A$174,349 for<br />

purchase of mineral knowledge and as to A$176,777 for the shares of <strong>Mirabela</strong> Brazil.<br />

<strong>Mirabela</strong> was incorporated for the purpose of acquiring the Santa Rita and Serra Azul nickel projects and a<br />

number of other grassroots exploration projects in Bahia State, Brazil. In the opinion of the directors of<br />

<strong>Mirabela</strong>, the purchase price paid to Moonlight represented reimbursement of the monies expended by<br />

Moonlight to the date of the agreement on the projects acquired, indirectly, from Moonlight. This transaction<br />

was completed during the fiscal year ended June 30, 2005.<br />

Significant Accounting Policies and Estimates<br />

The Financial Statements have been prepared in accordance with IFRS. A description of the Company’s<br />

significant accounting policies is provided in Note 1 to the Financial Statements. Management is required to<br />

make various estimates and judgments in determining the reported amounts of assets, liabilities, revenues and<br />

expenses for each period presented and in the disclosure of commitments and contingencies. Management<br />

considers the following to be the critical accounting policies which reflect its more significant estimates and<br />

judgments used in the preparation of the financial statements. The Company has not, and is not required to<br />

provide a reconciliation of its financial statements to Canadian generally accepted accounting principles.<br />

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