COPY OF FINAL PROSPECTUS - Mirabela Nickel

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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
Mirabela currently depends heavily on successfully completing the BFS and achieving successful operations and mineral recovery at the Santa Rita Project. Mirabela’s activities are focused primarily on the Santa Rita Project. Any adverse changes or developments affecting this project, such as, but not limited to, Mirabela’s inability to successfully complete the BFS, obtain financing on commercially suitable terms, hire suitable personnel and mining contractors, or secure an off-take agreement on commercially suitable terms, may have a material adverse effect on Mirabela’s financial performance and results of operations. Fluctuations in Metal Prices The price of nickel, other base metals and other minerals fluctuates widely and is affected by numerous factors beyond the control of Mirabela such as industrial and retail supply and demand, exchange rates, inflation rates, changes in global economies, confidence in the global monetary system, forward sales of metals by producers and speculators as well as other global or regional political, social or economic events. The supply of metals consists of a combination of new mine production and existing stocks held by governments, producers, speculators and consumers. Future production from Mirabela’s mining properties, including the Santa Rita Project, is dependent upon the price of nickel, other base metals and other minerals being adequate to make these properties economic. Future serious price declines in the market value of nickel, other base metals or other minerals could cause continued development of, and eventually commercial production from, the Santa Rita Project and the Company’s other properties to be rendered uneconomic. Depending on the price of nickel, other base metals and other minerals, Mirabela could be forced to discontinue production or development and may lose its interest in, or may be forced to sell, some of its properties. There is no assurance that, even as commercial quantities of nickel and other base metals are produced, a profitable market will exist for them. In addition to adversely affecting the reserve estimates of Mirabela and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed. Development of the Santa Rita Project Requires Additional Licences Pursuant to Brazilian law, Mirabela may not commence construction until it has been issued a mining concession by the DNPM. In order to be granted a mining concession in respect of the Santa Rita Project, the Company is required to submit to the DNPM for approval a development and mining plan for the Santa Rita Project and hold an installation licence. An installation licence may only be obtained after an EMP has been presented and approved by the relevant environmental agency. The Company has not yet obtained such environmental licence. In the event that the DNPM does not grant a mining concession with respect to the Santa Rita Project, the Company would retain no interest in the areas which are the subject of the Santa Rita Project which could have a material adverse effect on the Company. Increase in Capital Costs The total capital costs for the Santa Rita Project are currently estimated to be approximately US$223 million, with an accuracy of 30%. There can be no assurance that such capital costs will not exceed US$223 million. An increase in the capital cost of the Santa Rita Project could adversely affect the Company’s profitability and financial position. Mining is inherently dangerous and subject to conditions or events beyond the control of Mirabela, and any operating hazards could have a material adverse effect on its business. The Company’s business operations are subject to risks and hazards inherent in the mining industry. The exploration for and the development of mineral deposits involves significant risks, including: environmental hazards, industrial accidents, metallurgical and other processing problems, unusual or unexpected rock formations, structure cave-in or slides, flooding, fires and interruption due to inclement or hazardous weather 65
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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
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The Santa Rita Project The Santa Ri
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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 and 66: faith with a view to the best inter
Page 67 and 68: Aggregated Options Exercised During
Page 69: markets and may also be terminated
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 INCOME STAT
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MIRABELA NICKEL LIMITED BALANCE SHE
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MIRABELA NICKEL LIMITED NOTES TO FI
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CERTIFICATE OF THE COMPANY Dated: A
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COPY OF FINAL PROSPECTUS - Mirabela Nickel

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