Mirabela Nickel Limited

Mirabela Nickel Limited

July 27, 2009 16:05 ET

Mirabela Announces Equity Offering

PERTH, AUSTRALIA--(Marketwire - July 27, 2009) -


Mirabela Nickel Limited (TSX:MNB)(ASX:MBN) ("Mirabela" or the "Company"), announced today that it has filed and received a receipt for a preliminary short form prospectus in all of the provinces of Canada, except Quebec, in connection with a proposed overnight marketed offering (the "Offering") of ordinary shares of the Company (the "Shares"). The Offering will be led by GMP Securities L.P.

The Offering will be priced in the context of the market with the final terms of the Offering to be determined at the time the underwriting agreement is executed. Concurrently with the Offering, the Company also proposes to complete a private placement of up to 21,500,000 ordinary shares, outside of Canada, principally in Australia, at the Australian dollar equivalent of the price of the Shares issued under the Offering (the "Private Placement").

Mirabela intends to allocate the net proceeds of the Offering and the Private Placement, if completed, towards: (i) cost overruns at the Santa Rita nickel sulphide project (the "Santa Rita Project") of approximately US$28.1 million in the aggregate representing a cost overrun of approximately 6% of the initial capital cost estimate for the project of US$434 million; (ii) optional capital items that will enhance operation of the Santa Rita Project (US$5.8 million); (iii) pre-production costs (US$5.3 million); (iv) recovery of a foreign exchange loss (US$5.3 million); and (v) the balance for general working capital purposes, all as more particularly set-out in the preliminary prospectus.

The Offering is scheduled to close on or about August 13, 2009 and is subject to certain customary conditions and regulatory approvals, including the approval of the Toronto Stock Exchange.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or any other jurisdiction outside of Canada, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Shares offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

The preliminary short form prospectus relating to the Offering has been filed with securities commissions or similar authorities in each of the provinces of Canada, other than Quebec. A copy of the preliminary prospectus will also be lodged with the Australian Securities Exchange. The preliminary prospectus is subject to completion or amendment. A copy of the preliminary prospectus may be obtained on SEDAR (www.sedar.com). There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

For and on behalf of the Board

Nick Poll Craig Burton
Managing Director Corporate Director

Caution Concerning Forward-Looking Statements:

This news release contains "forward-looking statements" and "forward-looking information", which may include, but is not limited to the intended use of proceeds for the Offering and timing of the commencement of production at the Santa Rita Project. The purpose of forward-looking information is to provide the reader with information about management's expectations and plans. In making and providing the forward-looking information included in this new release, the Company has made numerous assumptions. These assumptions include among other things: (i) assumptions about the price of nickel and other base metals; (ii) that there are no material delays in development of the Santa Rita Project; (iii) anticipated costs and expenditures; (iv) future production and recovery; (v) that the supply and demand for nickel develops as expected; (vi) that there is no unanticipated fluctuation in interest rates and foreign exchange rates; and (vii) that there is no further material deterioration in general economic conditions. Although management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking information will prove to be accurate.
Readers are cautioned that forward-looking information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Mirabela and/or its subsidiaries to be materially different from future results, performance or achievements expressed or implied by the forward-looking information. Such risks, uncertainties and other factors include, among others, those discussed in the section entitled "Risk Factors" in the preliminary short form prospectus and the document incorporated therein and include the following: (i) the risk that production from the Santa Rita Project will be delayed; (ii) the risk that additional financing will not be obtained as and when required; (iii) capital and operating costs are higher than anticipated; (iv) decreases in the price of nickel; (v) the Company's financial condition may, among other things, make it difficult for the Company to obtain financing; (vi) adverse fluctuations in foreign exchange rates; (vii) adverse fluctuations in interest rates; (viii) failure to comply with restrictions and covenants in senior loan agreement; (ix) discretion in the use of proceeds; (x) changes in the terms of the Company's senior loan in order to achieve successful syndication; (xi) changes in the terms of the Company's equipment leasing facility in order to achieve successful syndication; (xii) structural subordination of the Company's ordinary shares; and (xiii) future sales or issuances of the Company's ordinary shares lowering the price thereof, diluting investors' voting power and reducing the Company's earnings per share. Forward-looking information contained herein are made as of the date of this document based on the opinions and estimates of management on the date statements containing such forward looking information are made, and Mirabela disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information.

Readers are cautioned not to rely solely on the summary of information contained in this release, but should read the preliminary short form prospectus dated July 27, 2009 and the documents incorporate by reference therein, all of which is filed under the Company's profile on SEDAR (www.sedar.com), and any future amendments to such preliminary short form prospectus. Readers are also directed to the cautionary notices and disclaimers contained herein. All forward-looking statements and information made in this news release are qualified by this cautionary statement.

ABN 23 108 161 593

Ordinary shares outstanding: 288,186,375

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