COPY OF FINAL PROSPECTUS - Mirabela Nickel
COPY OF FINAL PROSPECTUS - Mirabela Nickel
COPY OF FINAL PROSPECTUS - Mirabela Nickel
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Mr. Stephen Hills — Chief Financial Officer and Company Secretary<br />
Mr. Hills is a Chartered Accountant with over 20 years experience, of which the last ten years have been as<br />
Chief Financial Officer of public companies listed on the ASX. As Chief Executive Officer of Gallery Gold<br />
Limited, Mr. Hills was involved with the successful financing of Mupane Gold Project and the commissioning<br />
and production phases of its open-cut operations in Botswana. Prior to that Mr. Hills was Chief Financial<br />
Officer of Scientific Services Limited Company, a business providing mineral laboratory analytical services and<br />
down-hole drilling tools, with a focus on the resource sector.<br />
Other Management<br />
In addition to the directors and executive officer of <strong>Mirabela</strong>, the following individuals are also employed in<br />
managerial capacities by the Company as of the date of this prospectus:<br />
Paulo Oliva — Mine Manager<br />
Mr. Oliva is a geologist with approximately 30 years of experience in the Brazil mining industry. Prior to<br />
<strong>Mirabela</strong>, Mr. Oliva was employed by WMC Resources Ltd. for 13 years and prior to that Mr. Oliva acted as a<br />
mining consultant to various companies. Mr. Oliva has played an important role in establishing <strong>Mirabela</strong> in<br />
Brazil since inception and is currently responsible for <strong>Mirabela</strong> Brazil’s permitting process. Mr. Oliva is the<br />
Company’s Brazilian country manager.<br />
David Chapman — Operations Manager<br />
Mr. Chapman is a geologist with over 23 years’ experience in the technical evaluation and management of<br />
exploration of nickel and gold resource projects. Mr. Chapman’s experience as Exploration Manager in Brazil<br />
for WMC Resources Limited for nine years provides him with experience and an excellent working knowledge of<br />
the mining industry in Brazil. Mr. Chapman was previously employed as the Geology Manager of WMC<br />
Resources Limited’s <strong>Nickel</strong> Division and was involved with WMC Resources Limited’s Mt. Keith and<br />
Yakabindie deposits in Western Australia.<br />
Audit Committee<br />
On March 26, 2007, <strong>Mirabela</strong> established an Audit Committee which will operate under a charter approved<br />
by the board of directors of <strong>Mirabela</strong> also on March 26, 2007. It is the board of directors’ responsibility to ensure<br />
that an effective internal control framework exists within the Company. The Audit Committee has been formed<br />
to assist the board of directors to meet its oversight responsibilities in relation to the Company’s financial<br />
reporting and external audit function, internal control structure and risk management procedures. In doing so, it<br />
will be the responsibility of the Audit Committee to maintain free and open communication between the<br />
committee, the external auditors and the management of the Company.<br />
The Audit Committee will review the effectiveness of the Company’s financial reporting and internal<br />
control policies and its procedures for the identification, assessment, reporting and management of risks. The<br />
committee will oversee and appraise the quality of the external audit and the internal control procedures,<br />
including financial reporting and practices, business ethics, policies and practices, accounting policies, and<br />
management and internal controls. The Audit Committee will also meet with external auditors and keep under<br />
review the Company’s relationship with the external auditors.<br />
All members of the Audit Committee are independent within the meaning of Canadian Multilateral<br />
Instrument 52-110 — Audit Committees, which provides that a member shall not have a direct or indirect<br />
material relationship with the Company which could, in the view of the board of directors, reasonably interfere<br />
with the exercise of a member’s independent judgment. The members of the Audit Committee are: Mr. Burton,<br />
Mr. Sheard and Mr. Hamilton.<br />
Conflicts of Interest<br />
The directors and officers of <strong>Mirabela</strong> are, or may become, directors or officers of other companies with<br />
businesses which may conflict with the business of <strong>Mirabela</strong>. Directors are required to act honestly and in good<br />
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