The proposed exchange offer is for securities of a Brazilian company and is subject to Brazilian disclosure requirements. It may be difficult for US investors to enforce their rights or claims under US securities laws against the Brazilian issuer. The document is not an offer to sell securities where prohibited. MMX will acquire up to 100% of PortX through a voluntary tender offer of royalties and cash or shares in exchange for PortX shares, to consolidate ownership of PortX which owns Brazilian port assets. The tender offer period is from April 20 to May 20, 2011.

1. April, 2011
PortX Acquisition – Overview
of MMX’s Royalty Securities

2. IMPORTANT NOTICE
The proposed exchange offer is made for the securities of a Brazilian company. The offer is subject to
disclosure requirements of Brazil that are different from those of the United States and other international
jurisdictions. Financial statements included or incorporated by reference in any offering document were
prepared in accordance with Brazilian accounting standards that may not be comparable to the financial
statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal
securities laws, since the issuer is located in Brazil, and all of its officers and directors are residents of
Brazil. You may not be able to sue a Brazilian company or its officers or directors in a Brazilian court for
violations of the U.S. securities laws. It may be difficult to compel a Brazilian company and its affiliates to
subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than under the exchange offer,
such as in open market or privately negotiated purchases.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you
purchase, offer or sell the securities being offered in the exchange offer or possess or distribute this
document, and must obtain any consent, approval or permission required for your purchase, offer or sale
of these securities under the laws and regulations in force in any jurisdiction to which you are subject or in
which you make such purchases, offers or sales, and neither PortX Operações Portuárias S.A. or
MMX Mineração e Metálicos S.A. will have responsibility therefor.
This document is not an offer to sell any securities and it is not soliciting an offer to buy any securities in
any jurisdiction where the offer or sale is not permitted.

3. MMX – SK Networks Transaction
Overview
Main steps Final transaction structure
MMX S.A. (“MMX”), LLX Sudeste Operações Portuárias Ltda. (“LLX A 100% of free float of PortX receiving Títulos + shares
Sudeste”), Centennial Asset Participações Sudeste S.A. (“Centennial”)
Controlling (2)
and Eike Batista (their “Controlling Shareholder”) entered into an Free float
Shareholder
agreement with SK Networks Co. Ltd. (“SK Networks” ) which set forth
the main terms and conditions of the transaction. 40.8%(1) 16.0% 13.4% 29.8%(1)
The capital stock of MMX was increased by US$2.2 billion at a price-
per- share of R$13.963. 70.0% 100.0% 100.0% 100.0%
LLX Sudeste was spun off from LLX Logistica S.A. and contributed to
Minera MMX de
Centennial. As a result of the partial spin-off, the shareholders of LLX MMX Corumbá MMX Sudeste PortX
Chile
Logistica S.A. received new shares issued by Centennial equivalent to
70% of its capital stock. Centennial changed its corporate name to
PortX Operações Portuárias S.A. (“PortX”) and became the owner of
100% of LLX Sudeste Sudeste
MMX will now acquire up to 100% of PortX through the voluntary B 100% of free float of PortX receiving Títulos + cash(1)
exchange tender offer (“VTO”) announced on April 20, 2011, for Controlling (2)
Free float
approximately US$2.2 billion. The consideration will a combination of Shareholder
(X) US$1,796 million in Títulos de Remuneração Variável Baseada em
Royalties (“Royalties”) plus (Y) US$441 million in cash (or in newly-issued 41.9%(1) 16.4% 13.8% 27.9%(1)
common shares of MMX at R$13.963).
70.0% 100.0% 100.0% 100.0%
The VTO started on April 20, 2011 and will end on May 20, 2011, when
the auction in BM&FBovespa will take place
Minera MMX de
MMX Corumbá MMX Sudeste PortX
Chile
Sudeste
(1) Assumes 100% subscription in VTO. Controlling Shareholder has agreed to be paid with a combination of Royalties plus MMX´s shares.

4. MMX´s Royalty Securities
Overview
Voluntary Exchange Tender Offer Royalties´ key features
Trading: tradable at the main floor of BM&FBOVESPA.
Controlling
Free float
Shareholder Use of proceeds: The Royalties will be distributed solely to PortX’s
shareholders in connection in the context of the VTO. The subscription of
38.6%(2) 17.4% 14.6% 29.5% and payment-in of the Royalties will not entail inflow of financial resources
to MMX.
Guarantees: The Royalties are unsecured and unsubordinated securities,
ranking at least pari passu with other unsecured and unsubordinated
creditors of MMX.
Term: The Royalties are perpetual and non-callable.
Voluntary Acceleration: Upon the occurrence of an event of acceleration, MMX
Exchange will pay the Royalty holders a price equivalent to the economic value of
Tender Offer the securities based on the appraisal by an independent financial
“VTO”
institution.
Royalties´ payments
Free float The Royalties will grant their holders a remuneration (as detailed
Controlling Shareholders(2) (Former LLX Logistica
shareholders) below) which will consist of quarterly payments made out by MMX as
reported in its quarterly financial statements. Payments will
66.7% 33.3% commence on (i) the first date of full operation of the Sudeste Port,
or (ii) January 1st, 2013, whichever occurs first.
The Royalties are cumulative, i.e., if in a given quarter MMX’s gross
PortX
income is insufficient to pay the Royalties, the amounts will be
carried forward to the immediately subsequent quarter.
The Royalties will be calculated based on the following equation:
Sudeste (i) For iron ore loads: US$5.00 per ton of iron ore loaded at the LLX
Sudeste Port (“Iron Ore Per-Ton Amount”) escalated annually by
the variation of the U.S. Producer Price Index.

5. MMX Voluntary Exchange Tender Offer Timetable
Date Main Events
1. April 15, 2011 Approval by CVM of the OPA Documents and issuance of the OPA registration
2. April 20, 2011 MMX publishes the OPA Edital
OPA acceptance term begins
3. May 20, 2011, until 12 p.m. OPA acceptance term ends
4. May 20, 2011 OPA auction proceeding takes place at the BM&FBOVESPA
5. May 20, 2011 MMX board of directors’ meeting approves the increase of the corporate capital and the
cancellation of any Títulos issued in excess
6. May 24, 2011 First trading day of the newly issued shares and Títulos
7. May 25, 2011 Financial settlement of the BM&FBOVESPA auction
8. June 1, 2011 Material Fact (Fato Relevante) regarding MMX’s decision as its in interest in whether maintaining
or not PortX in the Novo Mercado and the upcoming stages to be followed
(1) According to details informed in item 10 of the VTO Circular