COPY OF FINAL PROSPECTUS - Mirabela Nickel

Stock Exchange Prices
The market price of a publicly traded stock is affected by many variables not all of which are directly related
to the success of the Company. In recent years, the securities markets have experienced a high level of price and
volume volatility, and the market price of securities of many companies, particularly those considered to be
development stage companies, has experienced wide fluctuations which have not necessarily been related to the
operating performance, underlying asset values or prospectus of such companies. There can be no assurance that
such fluctuations will not affect the price of Mirabela’s securities.
Conflicts of Interest
Certain directors of Mirabela are, and may continue to be, involved in the mining and mineral exploration
industry through their direct and indirect participation in corporations, partnership or joint ventures which are
potential competitors of Mirabela. Situations may arise in connection with potential acquisitions in investments
where the other interests of these directors may conflict with the interests of Mirabela. Directors of Mirabela
with conflicts of interest will be subject to and will follow the procedures set out in applicable corporate and
securities legislation, regulations, rules and policies.
Use of Inferred Resources in Pit Optimization Study
The pit optimization study referred to in this prospectus and from which the economic analysis of the Santa
Rita Project was derived is preliminary in nature and includes inferred mineral resources that are considered too
speculative geologically to have the economic considerations applied to them that would enable them to be
categorized as mineral reserves, and there is no certainty that the results described in the study will be realized.
Resource Estimates and Lack of Mineral Reserves
Resource estimates are expressions of judgment based on knowledge, experience and industry practice.
Estimates, which were valid when made, may change significantly upon new information becoming available. In
addition, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be
inaccurate. Should the Company encounter mineralization or formations different from those predicted by past
sampling and drilling, resource estimates may have to be adjusted and mining plans may have to be altered in a
way which could have a negative effect on the Company’s operations. The Company does not have any mineral
reserves and there is no assurance that mineral reserves will be established. A mineral resource is not the
equivalent of a commercially mineable orebody or a mineral reserve.
Effecting Service of Process
Most of Mirabela’s directors reside outside of Canada. Substantially all of the assets of these persons are
located outside of Canada. It may not be possible for investors to effect service of process within Canada upon
the directors, officers and experts named in this prospectus. It may also not be possible to enforce against
Mirabela, certain of its directors and officers, and certain experts named herein, judgments obtained in
Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.
INTEREST OF MANAGEMENT AND OTHERS
IN MATERIAL TRANSACTIONS
Other than as disclosed below and elsewhere in this prospectus, no director, executive officer or
shareholder holding on record or beneficially, directly or indirectly, more than 10% of the issued shares of
Mirabela, or any of their respective associates or affiliates has any material interest, direct or indirect, in any
transaction in which Mirabela has participated within the three year period prior to the date of this prospectus,
or in any proposed transaction, which has materially affected or will materially affect Mirabela other than
as follows:
1. On April 20, 2004, Mirabela entered into an agreement (the ‘‘Moonlight Agreement’’) with Moonlight,
a corporation associated with Mr. William Clough who is a director of Mirabela. Under the terms of
the agreement, Mirabela acquired all of Moonlight’s shareholdings in Mirabela Brazil for A$176,777
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