COPY OF FINAL PROSPECTUS - Mirabela Nickel

Disclosure of Shareholding Information
Under the Australian Corporations Act 2001 (Cth), a person who acquires ‘‘voting power’’ of a corporation
of five percent or more is a ‘‘substantial holder’’ and as such must serve notice on the corporation and the ASX,
by the end of the second business day following an acquisition disclosing certain details regarding such
acquisition. In general terms, voting power is calculated as the sum total of all votes attaching to shares in which
the person and their associates have a relevant interest, divided by the total number of votes that may be cast at
a general meeting of the shareholders of the corporation. In general terms, a person will have a relevant interest
in shares if that person has the ability to exercise, or control the exercise of, the power to vote or dispose of the
shares. A substantial holder must also give notice, within the same time period, of ceasing to be a substantial
holder, or any change of one percent or more in their voting power.
Foreign Acquisition and Takeovers Act, 1975 (Cth)
The Australian Foreign Acquisitions and Takeover Act, 1975 (Cth) (‘‘FATA’’) restricts certain action by
foreign persons in connection with Australian assets.
FATA requires that approval be obtained from the Australian Treasurer (acting through the Foreign
Investment Review Board (‘‘FIRB’’)) for the acquisition:
(a) by a single foreigner (together with its associates) of 15% or more of the shares or votes of an
Australian corporation with total assets of more than A$100 million or where the acquisition values the
corporation at more than A$100 million; or
(b) by a group of separate foreigners (together with their respective associates) of 40% or more of the
shares or votes of such an Australian corporation.
A higher monetary threshold (presently A$871 million) applies to acquisitions by certain categories of
US investors.
FATA also gives the Treasurer the authority to prohibit a proposed acquisition by foreign persons of shares
or votes in an Australian corporation, or of assets of an Australian business in excess of $100 million, if the
proposal would result in a change in control, the resultant control would be foreign and the foreign control
would be contrary to Australia’s national interest. The Treasurer can also make divestment orders where such a
proposal has already been implemented without prior approval.
CONSOLIDATED CAPITALIZATION
The following table sets forth the consolidated capitalization of Mirabela as at the dates indicated and
before and after giving effect to the Offering and the private placement of 1,200,000 ordinary shares at a price of
A$2.10 per share completed on February 1, 2007 (the ‘‘Private Placement’’). This table should be read in
conjunction with the Financial Statements (including the notes thereto) contained in this prospectus. The table
does not give effect to the exercise of the Over-Allotment Option.
As at December 31, 2006
Outstanding after giving
effect to the Private
Outstanding as at
Placement and
June 30, 2006 Outstanding (1) the Offering (3)
(Audited) (Unaudited) (Pro Forma)
Long Term Debt ................................. Nil Nil Nil
Shares (2) (authorized: unlimited) ....................... 65,950,000 87,250,000 118,450,000
Shareholders Equity ............................... $20,062,514 $54,986,838 $ 215,619,838
Retained Earnings (Deficit) and Reserves ................. $ 426,819 $ (765,335) $ (765,335)
TOTAL CAPITALIZATION .......................... $20,489,333 $54,221,503 $ 214,854,503
Notes:
(1) Before giving effect to the Private Placement and the Offering.
(2) Not including shares issuable upon exercise of options which remained unexercised on June 30, 2006 and December 31, 2006,
respectively. See ‘‘Options to Acquire Shares’’.
(3) After deducting expenses of the Offering estimated to be C$1.4 million and the Agents’ Fee.
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