COPY OF FINAL PROSPECTUS - Mirabela Nickel

The terms of the employment agreements with each of Mr. Hills and Chapman are substantially similar to
the Poll Employment Agreement except that:
• Mr. Hills and Chapman will each be paid an annual salary thereunder of A$240,000;
• Mirabela may terminate the agreements at any time by either giving three months’ notice in writing or
three months’ salary in lieu of notice; and
• in the event of a change of control of Mirabela, each of Mr. Hills and Chapman may, at his discretion,
terminate his employment and be entitled to a termination payment equal to six months’ salary.
Mr. Oliva provides services as the Company’s Operations Manager and acts as the Company’s registered
Brazilian legal representative and technical representative through Proliva Geologia and Minerçao Ltd. (‘‘Oliva
Consulting Co.’’), a company controlled by Mr. Oliva for a monthly retainer of R$30,000 plus compensation for
services performed in that month. There is no written agreement evidencing the current arrangement with
Mr. Oliva and Oliva Consulting Co., and the Company does not intend to enter into a written agreement with
Mr. Oliva.
Mirabela has entered into standard protection deeds (the ‘‘Deeds’’) with each of its directors and certain of
its officers which provide for, amongst other things, an indemnity of the directors and officers, to the extent
permitted by law, against any liability which they may incur while carrying out duties as directors or officers of
Mirabela, access to the documents of the board of directors of Mirabela and the provision of directors’ and
officer’s insurance.
Other than the agreements described above, the Deeds and the payment of directors’ fees, there are no
employment contracts or other arrangements in existence between Mirabela or its subsidiary and any director or
officer of Mirabela and there is no arrangement or agreement made between Mirabela and any of its Named
Executive Officers pursuant to which a payment or other benefit is to be made or given by way of compensation
in the event of that officer’s resignation, retirement or other termination of employment, or in the event of a
change of control of Mirabela or a change in the Named Executive Officer’s responsibilities following such a
change of control.
PLAN OF DISTRIBUTION
The Offering
Pursuant to the Agency Agreement, Mirabela has agreed to sell and the Agents have agreed to act as, and
have been appointed as agents of the Company to arrange for purchasers of, on the closing date, being on or
about May 2, 2007, or on any other date agreed upon by the parties, but not later than May 31, 2007
(the ‘‘Closing Date’’), subject to the conditions stipulated in the Agency Agreement, 30,000,000 Shares at a price
of $5.30 per Share. The Shares are being offered to the public in all of the provinces of Canada, except Québec
and in the United States and Australia on a private placement basis.
Under the Subscription Agreement Inco was granted a pre-emptive right to participate in 10% of any issue
or allotment of ordinary shares (including this Offering and the Over-Allotment Option) by Mirabela on or prior
to December 12, 2008.
By letter agreement dated April 20, 2007 Inco waived its right to participate in this Offering and was
granted the Inco Placement Right pursuant to which Inco has the option to purchase up to 3,450,000 ordinary
shares of Mirabela on a private placement basis, at the offering price of C$5.30 per share, exercisable until the
date that is 30 days after Mirabela receives a receipt for this prospectus and is subject to applicable
regulatory approval.
The Agency Agreement provides that in consideration for services performed in connection with this
Offering the Agents will be paid a fee of 5% of the gross proceeds of the Offering. The Offering Price of the
Shares was determined by negotiation between Mirabela and Cormark Securities Inc., on behalf of the Agents.
The Agents have agreed to use their reasonable best efforts to sell the Shares offered hereby, but they are
not obligated to purchase any such Shares. The obligations of the Agents under the Agency Agreement are
several and may be terminated at their discretion on the basis of their assessment of the state of the financial
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