Mirabela Nickel enters into US$190 million senior loan agreement and satisfies release conditions for subscription receipts



    
    /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES/

    TSX: MNB, ASX: MBN
    Ordinary shares outstanding: 129,791,100
    

    PERTH, Australia, April 8 /CNW/ - Mirabela Nickel Limited (TSX: MNB, ASX:
MBN) (the "Company") is pleased to announce that it has entered into a credit
agreement (the "Amended Senior Loan Agreement") with, among others, Barclays
Bank plc, Credit Suisse International, WestLB AG, Caterpillar Financial
Services Corporation and Bayerische Hypo-und Vereinsbank AG as lenders, for a
non-revolving term loan in the aggregate principal amount of US$190 million
(the "Senior Loan"). The terms of the Amended Senior Loan Agreement are
substantially as described in the Company's final short form prospectus dated
March 13, 2009.
    The drawdown of funds under the Amended Senior Loan Agreement is subject
to the satisfaction of a number of conditions precedent (the "Conditions
Precedent") all of which have been satisfied by the Company other than those,
which are of an administrative or routine nature to be satisfied as a matter
of course.
    On March 19, 2009, the Company completed a public offering of 120 million
subscription receipts at a price of C$1.00 per subscription receipt for
aggregate gross proceeds to the Company of C$120 million (the "Offering"). The
Offering was conducted by a syndicate of underwriters led by GMP Securities
L.P. and included Cormark Securities Inc., Dundee Securities Corporation,
Macquarie Capital Markets Canada Ltd. and Haywood Securities Inc.
(collectively, the "Underwriters"). The proceeds of the Offering (less certain
expenses) were placed in escrow pending satisfaction of a number of release
conditions, including execution of the Amended Senior Loan Agreement and
satisfaction of the Conditions Precedent to the extent described above. The
release conditions having now been satisfied, the net proceeds of the Offering
will be released from escrow to the Company (less the commission payable to
the Underwriters) and all subscription receipts will automatically convert
into ordinary shares of the Company, without any further action on the part of
the holders.
    The Subscription Receipts are deemed to be converted into ordinary shares
as of and from the date hereof. As a result, trading in the Subscription
Receipts on the Toronto Stock Exchange (the "TSX") will cease immediately and
the Subscription Receipts will be delisted from the TSX as soon as possible.
    As the conditions to the Concurrent Private Placement have now been
satisfied, the Company will proceed to settle the previously announced private
placement of approximately 32.4 million ordinary shares to institutional and
sophisticated investors outside of Canada, principally in Australia and Asia,
at a price of C$1.00 (A$1.20) per share for gross proceeds of approximately
C$32.4 million (the "Concurrent Private Placement"), which was previously
completed on a deferred settlement basis pending satisfaction of the release
conditions described above.
    In connection with the execution of the Amended Senior Loan Agreement,
the Company has also entered into an option agreement with WestLB AG
("WestLB") pursuant to which Mirabela granted WestLB options to purchase
750,000 ordinary shares of the Company at an exercise price equal to the
greater of (i) the volume weighted average price at which the Company's
ordinary shares traded on the TSX during the five trading immediately
following the date of this announcement; and (ii) A$3.00, per share (the
"Options"). The Options will vest upon the first drawdown of funds under the
Senior Loan and will expire on July 7, 2013. The Options are not being granted
to a class of securities holders and shareholder approval will not be sought.
    The Company intends to use the net proceeds of the Offering, the
Concurrent Private Placement and, once available, the Senior Loan, to fund the
completion of construction of the Company's Santa Rita Project in Bahia State,
Brazil, remedy its working capital deficiency and pay amounts due under the
Company's project credit facilities and for general corporate purposes, all as
more particularly set out in the Company's final short form prospectus dated
March 13, 2009.
    The Concurrent Private Placement and the grant of the Options to WestLB
have also been conditionally approved by the TSX.

    
    For and on behalf of the Board

    Nick Poll                   Craig Burton
    Managing Director           Corporate Director
    

    Background

    Mirabela Nickel Ltd owns 100% of the Santa Rita nickel sulphide project
and its ordinary shares are listed on the Australian and Toronto stock
exchanges.
    Construction of a 6.4 mtpa nickel sulphide concentrator commenced in
November 2007. Construction is now about 85% complete and the project remains
on track to commence production mid 2009.
    The plant will have a capacity of 18,500 tpa of nickel in a sulphide
concentrate from one open-cut mine starting from mid 2009 increasing to 27,000
tpa by mid 2010. At this rate of production the project will have a mine life
of at least 19 years.

    Certain statements and information in this news release, including all
statements that are not historical facts, contain forward-looking statements
and forward-looking information within the meaning of applicable Canadian
securities laws. Such forward-looking statements or information include, but
are not limited to, statements or information with respect to management's
expectations regarding the use of the proceeds of the debt and equity referred
to herein. In making the forward-looking statements and providing the
forward-looking information included in this news, the Company has made
numerous assumptions. These assumptions include among other things,
assumptions about the price of nickel, anticipated costs and expenditures,
future production and recovery, that the supply and demand for nickel develop
as expected, that there is no unanticipated fluctuation in interest rates and
foreign exchange rates, 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 statements will
prove to be accurate. By their nature, forward-looking statements and
information are based on assumptions and involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements, or industry results, to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking information. Such risks, uncertainties and other factors
include among other things the following: cost overruns at the Santa Rita
Project, our lack of operating cash flow and dependence on external financing,
availability of financing, as and when, required, any decline in the prices of
nickel, changes in general economic and business conditions, discrepancies
between actual and estimated production and mineral reserves and resources;
operational and development risk; the speculative nature of mineral
exploration and regulatory risks. The Company undertakes no obligation to
reissue or update forward-looking statements or information as a result of new
information or events after the date of this news release except as may be
required by law.

    The securities referred to herein have not been registered under the US
Securities Act of 1933 and may not be offered or sold in the United States or
to a US person absent registration or an applicable exemption from
registration.

    Additional information about the Company and its business activities is
available under the Company's profile on SEDAR at www.sedar.com.





For further information:

For further information: Australia contact: Nick Poll, Managing
Director, Telephone: +61 8 9324 1177, nickp@mirabela.com.au; Australia contact
(media): Warrick Hazeldine, Purple Communications, Telephone: +61 8 9485 1254,
whazeldine@purplecom.com.au; Toronto contact (media): Eric Tang, Porter
Novelli, Telephone: (416) 422-7200, eric.tang@porternovelli.com

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