COPY OF FINAL PROSPECTUS - Mirabela Nickel

Conflicts of Interest
The terms of the Offering were negotiated between Mirabela and Cormark Securities Inc. Cormark
Securities Inc. negotiated its engagement by Mirabela and subsequently approached the other Agents and
requested that they participate as members of the syndicate in connection with the Offering.
The Company may be a ‘‘connected issuer’’ of Dundee Securities Corporation, one of the Agents, for the
purposes of applicable securities laws. Based on information provided by Dundee Securities Corporation,
Dundee Securities Corporation, the directors, officers, employees and affiliates thereof and associates of each of
them (collectively, ‘‘Dundee Group’’) own or control, as of April 20, 2007, in aggregate, 14,708,408 ordinary
shares of Mirabela representing 16.62% of the issued and outstanding ordinary shares of Mirabela and 15.76%
of the ordinary shares on a fully diluted basis. In addition, the Dundee Group holds 250,000 options exercisable
at A$0.95 per ordinary share until October 6, 2007. See ‘‘Interests of Management and Others in Material
Transactions’’. The Dundee Group intends to purchase 2,615,000 Shares under the Offering. With the issuance
of 30,000,000 Shares under the Offering, and assuming the purchase of 2,615,000 Shares under the Offering (and
without giving effect to the Over-Allotment Option), the Dundee Group will own or control in aggregate,
ordinary shares of Mirabela representing 14.62% of the then issued and outstanding ordinary shares and 14.04%
of the ordinary shares on a fully diluted basis.
None of the proceeds of the Offering will be applied to the benefit of Dundee Securities Corporation or any
affiliates thereof except to the extent that they receive a pro rata benefit as a holder of the ordinary shares of
Mirabela and will receive a portion of the Agents’ Fee payable by Mirabela to the Agents in connection with
the Offering.
RISK FACTORS
An investment in the Shares is considered to be speculative due to the nature of Mirabela’s business and the
present stage of its development. A prospective investor should carefully consider the risk factors set out below.
Unallocated Proceeds if BFS Not Positive
Management expects the BFS to be completed by May 2007. Management intends to use all of the net
proceeds of the Offering to finance the capital costs of the Santa Rita Project if the results of the BFS are
positive. See ‘‘Use of Proceeds’’. There can be no assurance that the outcome of the BFS will be positive.
Mirabela has no definitive plans for the expenditure of the net proceeds of the Offering if the BFS is not positive
and management determines not to proceed with the Santa Rita Project. In such event, any expenditure of the
net proceeds of the Offering shall be at the sole discretion of management, and there can be no assurance as of
the date of this prospectus as to how such funds will be expended.
Additional Financing
Mirabela will require additional capital in the future and no assurance can be given that such capital will be
available at all or available on terms acceptable to Mirabela.
The funds of Mirabela currently available and to be raised under the Offering will not be sufficient to
finance the development capital costs the Santa Rita Project. Accordingly, Mirabela will need to raise further
capital and/or debt financing to fund development of the Santa Rita Project. The success and the pricing of any
such capital raising and/or debt financing will be dependent upon the prevailing market conditions at that time,
the outcomes of the BFS or any other relevant feasibility studies and exploration programs. If additional capital
is raised by an issue of securities, this may have the effect of diluting shareholders’ interests in Mirabela. Any
debt financing, if available, may involve financial covenants which limit the Company’s operations. If Mirabela
cannot obtain such additional capital, Mirabela may not be able to complete the development of the Santa Rita
Project which would adversely affect its business, operating results and financial condition.
64