MMX MINERAÇÃO E LLX LOGÍSTICA S.A. METÁLICOS S.A. Publicly Held Company Publicly Held Company CNPJ/MF 02.762.115/0001-49 CNPJ/MF 08.741.499/0001-08 NIRE 33.3.0026111-7 NIRE 33.3.0028154-1 CENTENNIAL ASSET PARTICIPAÇÕES SUDESTE S.A. Publicly Held Company CNPJ/MF 10.846.981/0001-46 NIRE 33.3.0029023-1 MATERIAL FACT NOTICE MMX Mineração e Metálicos S.A. ("MMX "), LLX Logística S.A. ("LLX ") and Centennial Asset Participações Sudeste S.A. (“Centennial ”, jointly with MMX and LLX, the “Companies ”), in compliance with article 157, paragraph 4th, of the Brazilian Federal Law No. 6,404 of 15 December 1976, as amended (“Brazilian Corporations Law ”), and CVM Instruction ( Instrução CVM ) No. 358 of 3 January 2002, as amended, hereby inform their shareholders and the market in general that: The Companies and their controlling shareholder have entered into a preliminary agreement (“Preliminary Agreement ”) with SK Networks Co., Ltd. (“SK Networks ” and together with the Companies the “Parties ”) establishing the main terms and conditions of a transaction (the “Transaction ”) pursuant to which, subject to the appropriate Board, shareholder and other approvals (if any) of the Parties and the Parties agreeing on the definitive Transaction documentation: (i) SK Networks will purchase from MMX newly-issued common shares of MMX in an amount equal to US$700 million at a per-share price of R$13.963; (ii) MMX will make a voluntary exchange offer to purchase from LLX shareholders and Centennial a 100% interest in the LLX Sudeste Port for, approximately, US$2.3billion, as detailed below; and (iii) SK Networks and MMX will enter into iron-ore offtake arrangements with respect to the production of the MMX Sudeste mines and MMX Chile mines. MMX’s controlling shareholder Eike Batista and certain related parties have agreed to partially assign to SK Networks their pre-emptive rights in the issue of new common shares of MMX. Assuming that all of MMX shareholders exercise their pre-emptive rights in the rights offering, MMX may issue up to US$2.2 billion in common shares at a price of R$13.963 per share. MMX expects to use the cash raised in the rights offering to fund part of the acquisition of the LLX Sudeste Port and to acquire further iron ore resources and reserves in the State of Minas Gerais. 1 The Parties have agreed to engage in exclusive negotiations with respect to the Transaction. Upon closing of the Transaction and subject to the appropriate Board, shareholder and other regulatory approvals (if any), including approval of the independent members of the Board of Directors of MMX and LLX, the Transaction will contemplate: (a) Issue of new MMX Common Shares. MMX’s Board of Directors will approve the issue of MMX common shares, at a per-share price of R$13.963, in a maximum amount of up to US$2.2 billion. EBX Investimentos Ltda. (“EBX ”), Centennial Asset Mining Fund LLC (“CAMF ”) and Eike Batista will assign to SK Networks part of their pre-emptive rights in the rights offering so as to allow SK Networks to subscribe and purchase US$700 million worth of MMX common shares. Eike Batista and certain related persons will also convert and contribute to MMX part of the perpetual debentures issued by MMX on April 02, 2009, in the amount of R$370,297,283.54. The remaining outstanding balance of the perpetual debentures will be exchanged on the date of the conversion and contribution of MMX perpetual debentures for the non-convertible debentures issued by IronX Mineração S.A., currently held by MMX, in the amount of R$112,394,081. This step of the Transaction is subject to the approval of the independent members of the Board of Directors of MMX. MMX will not disburse any cash for payment of the perpetual debentures. (b) Spin-Off of LLX. Concurrently with the issue of MMX common shares in the rights offering, LLX will carry out a partial spin-off (“LLX Spin-Off ”) with the purpose of segregating LLX’s equity interest in LLX Sudeste Operações Portuarias S.A. (“LLX Sudeste”) and merging it into Centennial. As a result of the LLX Spin-Off, the shareholders of LLX will receive common shares of Centennial – in one single ratio – equal to 70% of the then outstanding shares of Centennial. Centennial will be renamed PortX Operações Portuárias S.A. (“PortX ”). (c) PortX acquisition through an Exchange Offer. Upon completion of the LLX Spin-Off, MMX will make a voluntary exchange tender offer for 100% of the shares of PortX pursuant to section 257 of the Brazilian Corporations Law and section 2(v) of CVM Instruction ( Instrução CVM ) number 361 (“Exchange Offer ”). The aggregate Exchange Offer consideration to be offered for 100% of the shares of PortX will be (i) approximately US$1.796 billion in MMX Royalty Bonds ( debêntures de participação nos lucros or “Royalty Bonds ”) and (ii) approximately US$504 million either in newly issued MMX’s shares at a price per share of R$ 13.963 or in cash. LLX shareholders will have the option to choose between (a) a combination of Royalty Bonds and the MMX newly issued shares or (b) a combination of Royalty Bonds and cash. EBX, CAMF and Eike Batista have committed to choose option (a) in the context of the Exchange Offer. 2 The Royalty Bonds will be perpetual, non-convertible, cumulative and will grant its holders – on a pro-rata basis – a royalty interest of US$5.00, adjusted annually by the U.S. Producer Price Index, per ton of iron ore loaded at the LLX Sudeste Port. The royalties will be calculated based on the greater of (x) the total tonnage physically loaded unto vessels at the LLX Sudeste Port and (y) the total annual take-or-pay commitments made under contract with the LLX Sudeste Port. As part of the Transaction, MMX and SK Networks will enter into a long-term iron-ore offtake agreement which will contemplate the supply of iron ore by MMX to SK Networks from the Sudeste mines in an amount not less than SK Network’s equity interest in MMX at the closing of the Transaction, and up to 50% of the production of MMX Chile mines. Eike Batista, Chairman of EBX, MMX and LLX stated that “this is a unique transaction that at the same time allows MMX to reinforce its position as the leading consolidator of iron ore reserves in the State of Minas Gerais and allows LLX shareholders to participate in the growth of the LLX Sudeste Port. We are very happy and proud to initiate what will prove to be a long-lasting partnership with SK Group. Korea, together with China and other emerging powers, is building the Asia of the future, and I see SK Group with a role similar to that of EBX in Brazil. We hope to become even closer to Asia and attract new businesses from the region to Brazil and all EBX companies.” Mr. Chang-Kyu Lee, CEO of SK Networks stated for its turn that "we are very excited about the opportunity to participate in the growth story of MMX as we believe MMX will rise to become a leading player in the global iron ore industry. In addition, we believe this contemplated investment will be just the beginning of a long-term, strategic relationship between SK Group and EBX Group. We look forward to working with EBX Group on many other business endeavours.” SK Networks, a SK Group affiliate based in the Republic of Korea, operates in 22 countries with its business scope spanning over a wide array of industries, including trading, natural resources, petroleum, telecommunications, auto-services and fashion. SK Networks recorded KRW 21.2 trillion (US$ 17.1 billion) in sales and KRW 329.5 billion (US$ 274.6 million) in operating income in 2009. For more information, please visit www.sknetworks.co.kr. SK Group is the fourth largest conglomerate in the Republic of Korea, comprised of 80 affiliate companies under the SK brand. SK Group's three core business areas and their respective affiliates are information and telecommunications (SK Telecom), energy and chemicals (SK Energy), and trading and services (SK Networks). SK Group has approximately 46,073 employees and 305 offices worldwide. Credit Suisse is acting as exclusive financial advisor for MMX. Further information available in the presentation uploaded in MMX and LLX’s websites and also upon request to the following emails addresses: [email protected] or [email protected] . Legal notices: All new shares to be issued by MMX in connection with the rights offering shall grant to its respective owners the same rights and privileges as those applicable to the current 3 issued and outstanding shares of MMX. The shareholders of LLX, in the course of the LLX Spin-Off, will have the right to exercise their withdrawal rights. Only those shareholders of LLX whose shares are duly held by them until the end of BM&FBovespa’s trading session of the day immediately preceding the date of publication of the respective material fact notice (fato relevante ) or the date of publication of the call notice for the shareholders’ meeting to resolve upon the LLX Spin-Off, whichever occurs first, will be entitled to withdrawal rights. Shares acquired thereafter shall not entitle their owners to withdrawal rights. The value of the reimbursement shall be based on LLX’s net shareholders’ equity recorded on the most recent financial statements approved by the shareholders. The withdrawal rights shall be exercisable within the thirty-day period established by the Brazilian Corporations Law.