COPY OF FINAL PROSPECTUS - Mirabela Nickel

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EXECUTIVE COMPENSATION The following tables and the notes thereto summarize the compensation of the Managing Director, the Chief Financial Officer, the Operations Manager and the Mine Manager of Mirabela for the financial year ended June 30, 2006 and the sixteen months ended June 30, 2005 (the ‘‘Named Executive Officers’’) as required pursuant to Canadian securities laws. There were no other executive officers of Mirabela or its subsidiary serving as at June 30, 2006 and 2005 whose total salary and bonus exceeded C$150,000 per annum in any of those financial periods. Annual Compensation Long-Term Compensation Awards Payouts Restricted Shares Under Shares or Financial Other Annual Options/SARs Restricted LTIP All Other Name and Principal Position Year Salary (2) Bonus Compensation Granted Share Units Payouts Compensation (A$) (A$) (A$) (#) (A$) (A$) (A$) Nicholas John Poll ........ 2006 208,598 — — — — — — Managing Director 2005 165,869 — — 400,000 — — — Stephen Ernest Hills (1) ...... 2006 16,500 — — 300,000 — — — Chief Financial Officer and Company Secretary David Chapman (3) ......... 2006 216,357 — — 200,000 — — — Operations Manager 2005 29,330 — — 400,000 — — — Paulo Oliva ............. 2006 218,105 — — — — — — Mine Manager 2005 88,331 — — 400,000 — — — Notes: (1) Mr. Hills began providing services to Mirabela as Chief Financial Officer on June 6, 2006 and became Company Secretary on January 22, 2007. (2) Represents fees paid under continuing agreements. (3) Mr. Chapman began providing services to Mirabela in April, 2005. Options Granted During the Most Recently Completed Financial Year The following sets out information concerning options granted during Mirabela’s most recently completed financial year to Named Executive Officers. % of Total Market Value of Shares Under Options/SARs Shares Underlying Options/SARs Granted to Exercise or Options/SARs on Granted Employees in Base Price the Date of Grant Named Executive Officer (#) Financial Year (per Share) (per Share) Expiration Date Stephen Ernest Hills (1) .............. 300,000 (2) 30% A$0.95 A$0.92 April 30, 2010 Chief Financial Officer and Company Secretary David Chapman .................. 200,000 (3) 20% A$0.95 A$0.92 April 30, 2010 Operations Manager Notes: (1) Mr. Hills became Company Secretary on January 22, 2007. (2) 100,000 of these options will vest upon completion of financing for the Santa Rita Project whether by debt or equity; 100,000 of these options will vest upon completion of listing on the TSX and 100,000 of these options will vest upon Mr. Hills having been engaged by Mirabela for two years. (3) These options will vest upon the execution of an EPCM Contract engaging a contractor to provide engineering, procurement, construction and management services in respect of the Santa Rita Project. 60
Aggregated Options Exercised During the Most Recently Completed Financial Year and Financial Year-End Options Values The following table summarizes the number and value of options exercised by each of the Named Executive Officers during Mirabela’s most recently completed financial year and the number and current value of unexercised options for each of the Named Executive Officers on June 30, 2006. Value of Unexercised in the Securities Unexercised Options/SARs Money Options/SARs at Acquired on Aggregate at June 30, 2006 June 30, 2006 Named Executive Officer Exercise Value Realized Exercisable Unexercisable Exercisable Unexercisable (#) (A$) (#) (#) (A$) (A$) Nicholas John Poll ............. Nil — 2,000,000 400,000 1,440,000 128,000 Managing Director Stephen Ernest Hills ............ Nil — Nil 300,000 Nil Nil Chief Financial Officer David Chapman ............... Nil — 250,000 350,000 80,000 48,000 Operations Manager Paulo Oliva ................. Nil — 333,333 66,667 106,667 21,333 Mine Manager Compensation of Directors The compensation of the Managing Director, Mr. Poll, is set out in the Summary Compensation Table above. With respect to payments made to non-executive directors, each receives between A$50,000 and A$60,000 per annum. Should the non-executive directors provide services over and above those expected of such a position, the Company will provide reasonable remuneration for those services. During the financial year ended June 30, 2006 no such services or remuneration were provided. Termination of Employment, Change in Responsibilities and Employment Contracts Mirabela has entered into an executive services agreement with Mr. Poll dated March 22, 2007 (the ‘‘Poll Employment Agreement’’) pursuant to which Mr. Poll is employed as Chief Executive Officer and Managing Director of Mirabela for an indefinite term until terminated in accordance with the terms of the agreement. Pursuant to the Poll Employment Agreement, Mr. Poll is paid an annual salary of A$280,000 per year to be reviewed annually. Additionally, Mr. Poll is entitled to be reimbursed for certain expenses incurred at the request of Mirabela and, at the discretion of the board of directors, to a performance-based bonus and shares or share options. Under the terms of the Poll Employment Agreement: • Mirabela may terminate Mr. Poll’s employment upon occurrence of certain events including Mr. Poll’s failure to comply with any lawful direction given by the board of directors of Mirabela, the commission of a serious or consistent breach of the agreement or conviction of any major criminal offence; • Mirabela may terminate the agreement at any time by either giving six months’ notice in writing and three months’ salary to Mr. Poll or paying nine months’ salary in lieu of notice; • Mr. Poll may terminate his employment upon providing three months’ notice to Mirabela; and • in the event of a change of control of Mirabela, Mr. Poll may, at his discretion, terminate his employment and be entitled to a termination payment equal to 12 months’ salary. Mirabela has entered into an employment agreement with each of Mr. Hills and Mr. Chapman pursuant to which Mr. Hills will continue to provide services as Chief Financial Officer and Company Secretary and Mr. Chapman will continue to provide services as Operations Manager. 61
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ABN 23 108 161 593 Ground⋅Floor,
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(continued from cover) Unless other
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FORWARD-LOOKING STATEMENTS This pro
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PROSPECTUS SUMMARY The following is
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Recent Developments: Drilling and E
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Summary of Financial Information: M
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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 and 62: PRICE RANGE AND TRADING VOLUME OF S
Page 63 and 64: Management The following is a brief
Page 65: faith with a view to the best inter
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
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MIRABELA NICKEL LIMITED NOTES TO FI
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MIRABELA NICKEL LIMITED INCOME STAT
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MIRABELA NICKEL LIMITED BALANCE SHE
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CERTIFICATE OF THE COMPANY Dated: A
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