COPY OF FINAL PROSPECTUS - Mirabela Nickel

More documents

Recommendations

Info

DIRECTORS AND OFFICERS Description of Directors and Officers The name, municipality of residence and position with Mirabela of each director and executive officer of Mirabela, the date of appointment of each director and the principal occupation in which each director or officer has been engaged during the immediately preceding five years. Name and Position Principal Occupation Municipality of Residence with Company During Past Five Years Director Since WILLIAM MCRAE CLOUGH ...... Director, Chairman of Chief Executive, Serabi Mining plc (1999 — July 4, 2004 Perth, Western Australia the Board current), a mineral exploration and development company focused on gold deposits in Brazil CRAIG IAN BURTON (1) .......... Director Principal, Verona Capital Pty Ltd. (1998 — March 5, 2004 Perth, Western Australia current), a venture capital business that provides corporate and financial backing to new projects, particularly in the natural resource sector NICHOLAS JOHN POLL ......... Managing Director Consultant, self employed (August 2000 — March 5, 2004 Perth, Western Australia and CEO February 2004) S. NICHOLAS SHEARD (1) ......... Director Vice President, Exploration, CVRD Inco Limited March 20, 2007 Brisbane, Australia (November 2003 — February, 2007), a mineral exploration and development company; Exploration Manager, Worldwide Exploration, MIM Exploration Pty Ltd, a mineral exploration and development company (1990 — November 2003) JOE HAMILTON (1) ............. Director Director and Chief Executive Officer of African March 26, 2007 Orono, Ontario Copper Plc (January 2007 — present), a mineral resource company; Director and Chief Operating Officer of African Copper Plc (2005 — 2006); Research Analyst (2003 — 2004), RBC Capital Markets, Global Mining Division, a broker-dealer; Precious Metals Research Analyst (1997 — 2003); Dundee Securities Corporation, a broker-dealer STEPHEN ERNEST HILLS ........ Chief Financial Officer Chief Financial Officer, Gallery Gold Limited N/A Perth, Western Australia and Company (July 2003 — June 2006) a mineral exploration Secretary and development company focused on gold mining and exploration; Chief Financial Officer, Scientific Services Limited (December 1995 — February 2003) a mineral analytical laboratory services company and manufacturer of down-hole drilling tools. Notes: (1) Member of the audit committee Each director’s term of office expires at the later of the third annual general meeting of shareholders of Mirabela or three years after that director’s last election or appointment. One-third of the directors must retire at each annual general meeting. Retiring directors are eligible for re-election. Shareholdings of Directors and Senior Officers As at the date of this prospectus, the directors and executive officers of Mirabela, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, 16 million ordinary shares representing approximately 18% of the issued and outstanding ordinary shares of Mirabela. Upon completion of the Offering (without giving effect to the exercise of the Over-Allotment Option), these directors and executive officers, as a group, will own or exercise control over 14% of the then outstanding ordinary shares. 56
Management The following is a brief biography of each of the directors and officers of Mirabela. Each of Nicholas Poll and Stephen Hills work full-time with Mirabela. Mr. William Clough — Chairman of the Board Mr. Clough has many years of experience in mining, engineering and logistics businesses, with a focus on resource opportunities in developing countries. Mr. Clough identified and negotiated the acquisition of the projects which led to the founding of Mirabela in June, 2004. Mr. Clough has spent the last three years pursuing mining projects in Brazil and is the founder and Chief Executive Officer of Serabi Mining plc which has a wide portfolio of gold exploration interests in Brazil. Mr. Nicholas Poll — Managing Director and CEO Mr. Poll is a geologist with over ten years experience in the technical and business development of mining projects internationally. He is the founding Managing Director of Mirabela and has played a key role in the discovery and development of the Santa Rita resource. Mr. Poll was a management consultant and corporate development expert in the City of London for several years before joining Mirabela. Mr. Poll also previously worked for WMC Resources Limited on its Kambalda nickel projects and on other resource projects in Brazil and French Guiana. Mr. Poll’s involvement with WMC Resources Limited’s Brazilian operations provides him with a strong background in exploration and mining operations in Brazil. In addition, having set up and managed WMC Resources Limited’s gold exploration project in French Guiana, Mr. Poll has gained experience starting resource projects overseas, generally. Mr. Poll holds an MSc from the Colorado School of Mines and an MSc in business from the Sloan Program, London Business School. Mr. Poll is also a member of the Australian Institute of Company Directors. Mr. Craig Burton — Director Mr. Burton is the principal of Verona Capital Pty. Ltd., a private venture capital group. Mr. Burton has a history of providing financial and corporate support to start-up projects and technical teams, with a particular emphasis on the resources and energy sectors. Over the last 15 years, Mr. Burton has been a co-founder and director of sixteen new projects, all publicly listed. These projects involved nickel, copper-gold, oil and gas, mining services, agribusiness and renewable energy, with public listings on the ASX, AIM and the TSX. Currently, Mr. Burton is a director of Albidon Limited, Wildhorse Energy Limited, Exco Resources NL, Capital Drilling Limited, Rewards Group Limited, Matra Petroleum plc and Livingstone Petroleum Ltd. Mr. Burton is also a member of the Australian Institute of Company Directors. Mr. Nicholas Sheard — Director Mr. Sheard has a long history of involvement in nickel sulphide exploration and development. Until recently, Mr. Sheard was the Vice President, Exploration of Inco. Based in Toronto Mr. Sheard managed an exploration team of 250 people with nine offices and 11 mines worldwide. Under Mr. Sheard’s leadership, the Inco team discovered the Reid Brook nickel sulphide deposit in Labrador, Canada. Prior to joining Inco, Mr. Sheard held various senior management positions with MIM Exploration Pty Ltd. in Australia from 1990 to 2003, including General Manager of Worldwide Exploration and Chief Geophysicist. As Chief Geophysicist for MIM Exploration Pty Ltd., Mr. Sheard helped to develop MIMDAS, a new array style geophysical system, now in commercial operation. Mr. Joe Hamilton — Director Mr. Hamilton has over 22 years experience in the international mining industry and is currently the Chief Executive Officer and a director of African Copper Plc. As a precious metals research analyst with Dundee Securities Corporation, and with RBC Capital Markets, Global Mining Division, Mr. Hamilton gained extensive experience reviewing and analysing financial statements. Mr. Hamilton holds a B.Sc. (Hons) degree from the University of Toronto and a Masters of Science (Applied) from Queens’ University. Mr. Hamilton is currently a member of the CFA Institute and is a Chartered Financial Analyst. 57
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 and 48: The Ponto Novo project area consist
Page 49 and 50: elating to the Shares computed in a
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: PRICE RANGE AND TRADING VOLUME OF S
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
Page 113 and 114:
MIRABELA NICKEL LIMITED NOTES TO FI
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
MIRABELA NICKEL LIMITED INCOME STAT
Page 123 and 124:
MIRABELA NICKEL LIMITED BALANCE SHE
Page 125 and 126:
Page 127 and 128:
CERTIFICATE OF THE COMPANY Dated: A
show all

COPY OF FINAL PROSPECTUS - Mirabela Nickel

Create successful ePaper yourself

Delete template?

Save as template?