Issue of Debentures, Appointment of Financial Advisor, Operation Between Centennial and Banco Itau Europa SA

Material Fact


RIO DE JANEIRO, BRAZIL--(Marketwire - March 30, 2009) - MMX Mineração e Metálicos S.A. (BOVESPA: MMXM3) ("MMX" or the "Company") in accordance with article 157, §4 degrees of Law n degrees 6.404/76 and CVM Instruction n degrees 358/02, hereby announces the following facts:

1. The Board of Directors approved today the private issuance (or public, but always with restricted/limited distribution and placement efforts) by MMX of non-convertible, unsecured, subordinated debentures of the Company (the "Subordinated Debentures"). The debentures will bear zero interest, no premium and will not provide any additional compensation to their holder. The Subordinated Debentures will be denominated in Brazilian Reais and will be adjusted annually for inflation in accordance with the IGP-M index.

The Subordinated Debentures will total, on each issue date, a value in Brazilian Reais equal to US$200 million, and will be fully subscribed for by MMX's controlling shareholder and certain related persons. The subscription price of the Subordinated Debentures will be disbursed in favor of MMX within 180 days following the first issuance date, in accordance with the Corporation's cash requirements.

The Subordinated Debentures will have perpetual maturity, and will become due exclusively upon the occurrence of one of the following events: (a) liquidation, dissolution, winding up, voluntary bankruptcy or bankruptcy of the Corporation; and (b) transfer of the control of the Company or of any of its successors, provided that such transaction yields a price equivalent to or greater than R$ 3,00 (three Reais) per share of common stock.

The proceeds from the issuance of the debentures will be used to partially refinance the debt of the Corporation and for general corporate purposes.

2. The Corporation has engaged a financial advisor to assist MMX with a strategic sale of all or part of the assets of MMX, which transaction may include a partial or total equity sale of MMX's subsidiaries or common stock.

3. Moreover, Centennial Asset Mining Fund LLC. ("Centennial"), a Nevada, USA, limited liability company wholly owned by Mr. Eike Batista, MMX's controlling shareholder, announced today that it has agreed to enter into an arrangement with Banco Itaú Europa, S.A. ("Itaú Europa"), pursuant to which Itaú Europa will sell to Centennial structured notes (the "Notes") linked to the performance of the common shares of the Company in the aggregate amount of up to US$20 million. The pay-out of the Notes will be directly related to the performance of the Company's common shares. The Notes will have an initial term of 06 (six) months from the issuance date and will provide Centennial with increased economic exposure to the performance of MMX's shares.

The transactions highlighted above confirm the commitment of MMX's controlling shareholder with the proper development of the Company's businesses.

Contact Information: MMX Mineração e Metálicos S.A. Chequer Hanna Bou Habib Investor Relations Officer Phone: (5521) 2555-5558 / 2555-5234 ri@mmx.com.br