Audit of Resources of the Serra Azul Iron Ore Mine Minas Gerais, Brazil Effective Date: April 10, 2013 Report Date: August 5, 2013 Report Prepared for MMX Mineração e Metálicos S.A. Avenida Prudente de Morais1250 Belo Horizonte, Minas Gerais Brazil Report Prepared by SRK Consulting (U.S.), Inc. 7175 West Jefferson Avenue, Suite 3000 Lakewood, CO 80235 SRK Project Number: 162700.120 Contributors: Leah Mach, M.Sc. Geology, CPG Reviewed By: Matthew Hastings, M.Sc. Geology SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page ii Summary SRK Consulting (U.S.), Inc., (SRK) was commissioned by MMX Mineração e Metálicos S.A. (MMX) to audit resource estimation for the Serra Azul Mine (the Project). The Project is located in the Serra Azul area in the state of Minas Gerais, Brazil near the town of Igarapé, located approximately 60 km southwest of Belo Horizonte, the capital of Minas Gerais. The Project consists of two contiguous open pit mines and two beneficiation plants for the production of lump and sinter feed. The Tico-Tico Mine was acquired by MMX as part of the acquisition of AVG Mineração S.A. (AVG) in December 2007. The Ipê mine was acquired as part of the acquisition of Mineradora Minas Gerais Ltda (Minerminas) in March 2008. The properties are operated by MMX Sudeste Mineração Ltda. (MMX Sudeste), a 100% owned subsidiary of MMX. MMX has prepared a feasibility study to expand production to 29 Mt of pellet feed per year. The expansion includes a new beneficiation plant, a slurry pipeline to a new rail car loading area and a new tailings storage facility. Property Description and Ownership The Project is located approximately 60 km southwest of Belo Horizonte, and approximately 560 km northwest of Rio de Janeiro in Minas Gerais State, Brazil. The Project consists of three contiguous licenses in the Serra Azul Mountain Range, located near the city of Igarapé in the southwest part of the Quadrilátero Ferrífero (Iron Quadrangle). The Project also includes five exploration licenses and seven requests for exploration licenses. The licenses lie between 20°07’30”S and 20°06’30”S and between 44°17’W and 44°19’W and within the municipalities of Brumadinho, Igarapé, Itatiaiuçu, Mateus Leme and São Joaquim de Bicas. Nature and Extent of Issuer’s Interest MMX holds the mineral rights through leases and ownership. The holder of the three mining licenses is Companhia de Mineração Serra da Farofa (CEFAR) and MMX has lease agreements with CEFAR for each one. Brazilian Mining Law allows holders of Exploration or Mining Licenses to totally or partially assign or transfer these claims to a third party, with Brazil’s National Department of Mineral Production (DNPM) approval. The three mining licenses are part of Mining Group number 249 (DNPM Process 931.798/2011) covering 509.71 ha. The exploration licenses cover 880.81 ha and areas requested for exploration cover 6,797.59 ha. CEFAR owns the surface rights to the majority of the property covered by the mineral licenses. AVG/Minerminas controlled the surface rights in the mine area through the lease agreements and this lease has passed to MMX. AVG holds the surface rights to the Grota do Moinho do Messias exploration area. MMX is acquiring the surface rights for the proposed rail terminal and tailings area required for the expansion. At the time of the report, about 40% had been acquired. Geology and Mineralization The Project area lies within the São Francisco Craton tectonic province of South America and is located in the extreme west of the Serra do Curral homocline and in the north/northwest limit of the Iron Quadrangle. This region has a complex tectonic-metamorphic history and is part of the basement of the southern portion of the São Francisco Craton. Mineralization is hosted by the Minas LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page iii Supergroup which is dominated by supracrustal metasedimentary and metavolcanic rocks. Intrusive rocks are rarely found in the area but where present, are basic sills and dikes up to 1 m wide. Regional metamorphism reached the greenschist facies during multiple episodes of deformation. The Minas Supergroup is subdivided, from youngest to oldest, into three groups: Piracicaba Group; Itabira Group; and Caraça Group. Locally, the stratigraphic sequence is inverted, with the most recent quartzitic formations of the Piracicaba Group overlain by the itabirites of the Cauê Formation, part of the Itabira Group, which, in turn, is capped by the oldest phyllites and quartzites of the Caraça Group. The dominant structure in the project area is an antiform overturned to the north. The upper limb has been completely eroded, leaving only the inverted lower limb. Within the pit area, the geology is dominated by four formations. From oldest to youngest, these are the Batatal, Cauê, Gandarela and Cercadinho Formations. The Batatal Formation has been thrust over the younger Cauê Formation, which has been thrust over the youngest Cercadinho Formation. The deposit is crosscut by a northwest-trending, high-angle fault. The mineralization at the Project consists of metamorphosed banded iron formation (BIF) with strong evidence of hydrothermal syngenetic formation with areas of supergene enrichment from subsequent lateritic weathering. This results in four major mineralization types, including: Canga; Friable and compact itabirite; Friable and compact hematite; and Dolomitic itabirite MMX has further classified the mineralization types, based on content of Fe, Al2O3, Mn and mass recovery in the lump ore fraction. Exploration, Drilling and Sample Analysis Exploration at the property consists of mapping and drilling. A total of 45,999 m have been drilled at the Project in 376 core holes and 85 RC holes. Holes were drilled on a slightly irregular 100 m x 100 m grid. Table 1 lists the number of drillholes by program and company. Table 1: Drilling at Serra Azul Campaign AVG Total AVG MMX Core* MMX RC Total MMX Total Number of Drillholes 11 11 365 85 450 461 Period 2005 2005 2007-2012 2007-2012 2007-2012 Length (m) 440 440 34,938 10,621 45,559 45,999 Number of Samples* 46 46 6,572 2,059 8,631 8,677 *Number of samples analyzed during the time period LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page iv Before MMX acquired the Serra Azul properties, sample preparation and analysis were performed at the AVG laboratory on the AVG property. During the initial exploration phase and in 2009, MMX used SGS Geosol Laboratórios, Ltda. (SGS) located in Belo Horizonte. For part of 2008, MMX used the laboratory at Mine 63 operated by its subsidiary, MMX-Corumbá Mineração Ltda. (MMXCorumbá). In 2010, MMX used SGS and the Bureau Veritas laboratory in Belo Horizonte. In 2011 and 2012, MMX used only the SGS laboratory. At the AVG laboratory, all samples were analyzed using titration methods. The sample is dried at 100ºC and then 0.5 g of material is analyzed for percentage of Al2O3, Ca, Fe, FeO, Loss on Ignition (LOI), Mg, Mn, P, S, SiO2 and TiO2. At Mine 63, SGS and Bureau Veritas, all samples are analyzed for Fe, Al2O3, SiO2, P, Mn, and TiO2 by X-Ray Fluorescence (XRF). LOI is analyzed by heating and then weighing the residue. MMX has a standard laboratory Quality Assurance/Quality Control (QA/QC) program in place and regularly monitors the results. Resource Estimate The resource estimation for the Serra Azul Mine was prepared by Mr. Elvis Vargas and Mr. Rodrigo Oliveira under the direction of Mr. Vandersoni Monteiro Vieira de Moraes, Manager of Geology and Mineral Resources. MMX uses Geovia´s Surpac® software for resource estimation and Mintec’s Minesight® software for mine planning. Leah Mach, Principal Resource Consultant with SRK, audited the resource. The resource estimation procedures included the Pau de Vinho area, but only the Serra Azul resources are reported in this document. Geologic Model Seventy vertical geologic cross-sections were constructed at intervals of 100 m or 50 m depending on the drill spacing. The following lithotypes were modeled in the cross-sections: LEM/MLM Soil (SO); Stock Pile (FS); Waste Dump (AT): Canga (CG); Dentritic Canga (CD); Lateritic Itabirite (IL); Friable Itabirite (IF); Compact Hematite (HC); Friable Hematite (HF); Powdery Itabirite (IPT); Compact Itabirite (IC); Aluminous Itabirite (IA); Intrusive (IN); Quartzite (QTZ); and Phyllite (FL). Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page v Compositing MMX composited the samples on 7.5 m intervals starting at the top of the drillhole with breaks at the lithotype solid boundaries. The variables that were composited include Fe, SiO2, Al2O3, P, LOI, Mn, CaO, MgO and mass recovery of lump ore fraction (MR1). Variograms MMX used the Serra Azul database for variogram studies. The study included directional and downhole variograms for Fe, SiO2, Al2O3, Mn, P, LOI, CaO MgO, and MR1. The variogram analysis included the IF, IAL (IA + IL), IC and IPT lithotypes. The nugget was determined from downhole variograms. Variogram maps were produced to determine the search ellipsoid orientation and the relationships between the axes. Grade Estimation A block model was created which covers both the Serra Azul and Pau de Vinho Projects. The block size is 25 m by 25 m in plan view and 15 m high. The block model contains variables for: Global Fe, SiO2, Al2O3, Mn, P, CaO, MgO, LOI and MR1; Fe, SiO2, Al2O3, Mn, P, CaO, MgO, LOI and MR1 for each of the lithotypes in each block; Percentage of each lithotype within the block; Majority lithotype; Percentage below topography; Density, and Estimation parameters – number of composites, number of drillholes, average distance of composites used in estimation, and distance to closest composite for SiO2. The block model was coded with the percentage of each lithotype within the block from the lithotype wireframe solids. The percentage of the block below topography was assigned to the topography percentage variable. A neighborhood analysis on SiO2 was performed to determine the best estimation strategy for all variables. SiO2 was used because it is the main contaminant in the concentration process, it has a high correlation with Fe and the Fe and SiO2 variograms are similar. Block grades were estimated by ordinary kriging for IF, IAL (IA + IL), IC and IPT. Inverse distance squared (ID2) was used for CGG (CD + CG) and HM (HF + HC). Each block has an Fe variable for each of the lithotypes. Easting 576550 was used as a soft boundary during the estimation in that there are different search orientations but composites were not limited by position relative to easting 576550. The final block lithology was determined by the majority lithotype. The final block grade was determined as the weighted average of the percent of the lithotype, the density of the lithotype and the grade of the lithotype. The final block density was calculated as a weighted average of the percent of the lithotype and the density of the lithotype. The block model was validated by the following methods: LEM/MLM Visual comparison of the block grades to the composite grades on cross-sections and horizontal sections; Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page vi Estimation by the Nearest Neighbor (NN) methodology and comparison of histograms, scatter plots and QQ plots of kriged and ID2 grades; and Swath plots comparing kriged or ID2 grades with NN grades. The resources were classified according to Canadian Institute of Mining, Metallurgy and Petroleum (CIM) classification as Measured, Indicated, or Inferred. The IF, IPT, IAL (IA + IL), CGG (CG + CD) and HM (HF + HC) classification was based on the pass in which the block was estimated. The compact itabirite (IC) classification followed two steps: blocks were first classified according to the estimation pass and then, because the drillholes are terminated in the IC at different elevations, a surface was constructed using the base of the drillholes to limit classification as Measured. Measured blocks are above the surface and the nearest sample used in estimation is less than 200 m from the block. Classification as Indicated required that the nearest composite was within 300 m of the block, and in the western portion where the drilling is shallow, the blocks had to be above a surface that was constructed about 80 m below the base of drilling surface. Blocks were classified as Inferred if they did not meet the Measured or Indicated classification requirements or if estimated in Step 5 of the estimation. The Mineral Resources of the Serra Azul Mine as of April 10, 2013, on a wet tonnage basis are presented in Table 2. The resources are limited by the DNPM mineral concession boundary and the September 28, 2012 topography. The resources are stated at a cut-off grade of 15%. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page vii Table 2: Serra Azul Mineral Resource Statement, at April 10, 2013, Wet Tonnage Basis Lithology Friable Canga Powdery Itabirite Compact Itabirite Total Resource Tonnage (Mt) Fe (%) SiO2 (%) Al2O3 (%) Mn (%) P (%) LOI (%) CaO (%) MgO (%) Measured Indicated M&I Inferred Measured Indicated M&I Inferred Measured Indicated M&I Inferred Measured Indicated M&I Inferred Measured Indicated M&I Inferred 39.5 50.9 90.4 28.5 0.1 1.7 1.8 5.4 30.5 45.8 76.2 73.7 1025.4 621.7 1647.1 216.5 1095.5 720.0 1815.5 324.0 49.9 47.5 48.5 45.2 58.6 57.1 57.2 55.5 33.2 31.7 32.3 28.2 34.4 32.7 33.7 33.9 34.9 33.7 34.4 33.9 25.3 28.4 27.0 31.0 4.7 5.6 5.6 10.1 44.7 47.6 46.5 52.1 49.6 51.7 50.4 49.3 48.6 49.7 49.0 47.7 1.70 1.81 1.76 1.82 4.71 5.38 5.34 4.48 3.68 3.21 3.40 3.27 0.56 0.63 0.59 0.84 0.69 0.89 0.77 1.54 0.05 0.08 0.06 0.24 0.03 0.04 0.04 0.11 0.51 0.71 0.63 0.80 0.04 0.07 0.05 0.13 0.05 0.11 0.08 0.29 0.046 0.049 0.048 0.057 0.256 0.240 0.241 0.218 0.077 0.078 0.078 0.082 0.022 0.030 0.025 0.032 0.024 0.035 0.029 0.049 1.35 1.38 1.37 1.74 5.66 5.77 5.77 5.05 2.64 2.48 2.54 2.53 0.39 0.57 0.46 0.83 0.49 0.76 0.60 1.37 0.03 0.03 0.03 0.02 0.02 0.02 0.02 0.02 0.03 0.03 0.03 0.03 0.04 0.12 0.07 0.03 0.04 0.11 0.07 0.03 0.06 0.06 0.06 0.06 0.06 0.05 0.06 0.06 0.07 0.08 0.07 0.27 0.07 0.15 0.10 0.07 0.07 0.14 0.09 0.11 Cut-off Grade 15% Fe; tonnes on a wet basis; topography current at September 28, 2012 LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page viii The exploration target is that material estimated in the final pass or not classified as Measured, Indicated or Inferred. The mineral potential ranges from 10,000 to 40,000 kt at Fe grades between 30% and 40% and includes material classified as canga, detrital canga, powdery itabirite and minor amounts of compact and friable hematite. Conclusions Exploration MMX has drilled the Serra Azul property on a grid of approximately 100 m x 100 m. The deeper drilling in the compact itabirite is on a wider spaced grid, but is still sufficient for resource estimation. MMX has used internationally recognized laboratories for the bulk of the sample analysis. Some of the early samples were analyzed at the AVG laboratory and at the Mine 63 laboratory. SRK has visited both of those laboratories and found that the Mine 63 laboratory was operated in a professional manner and that the AVG laboratory was also operated professionally although it lacked an XRF machine. In any case, the number of samples analyzed at these laboratories is low in respect to the total number of samples. MMX has a standard laboratory QA/QC program in place and reviews the results on a regular basis. It is SRK’s opinion that the drilling, sampling and analysis are conducted according to industry best practices. Mineral Resource Estimate The mineral resource estimation was conducted by MMX and audited by SRK. It is SRK’s opinion that the estimation has followed industry best practices. Because the iron formation is dipping at about 50⁰ to the southeast, the drillholes in the compact itabirite have not been terminated at a uniform depth or elevation. To limit the classification of Measured and Indicated resources below drillholes, surfaces were constructed at the base of drilling and used in the classification. It is SRK’s opinion that the classification meets CIM guidelines. Recommendations SRK recommends that MMX continue to drill deeper holes into the compact itabirite to decrease the sample spacing and increase confidence in the resource. This work could be performed as mining progresses and drilling depth decreases accordingly. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page ix Table of Contents 1.1 Introduction ......................................................................................................................................... 1 1.2 Terms of Reference and Purpose of the Report ................................................................................. 1 1.3 Qualifications of Consultants (SRK).................................................................................................... 1 1.3.1 Details of Inspection ................................................................................................................ 1 1.4 Reliance on Other Experts (Item 3) .................................................................................................... 2 1.5 Effective Date ...................................................................................................................................... 2 1.6 Units of Measure ................................................................................................................................. 2 2 Property Description and Location ............................................................................ 3 2.1 Property Description and Location ...................................................................................................... 3 2.2 Mineral Titles ....................................................................................................................................... 5 2.2.1 Nature and Extent of Issuer’s Interest ..................................................................................... 6 2.3 Royalties, Agreements and Encumbrances ........................................................................................ 7 2.4 Environmental Liabilities and Permitting ............................................................................................. 7 2.4.1 Environmental Liabilities.......................................................................................................... 7 2.4.2 Required Permits and Status .................................................................................................. 8 3 Accessibility, Climate, Local Resources, Infrastructure and Physiography ........ 10 3.1 Topography, Elevation and Vegetation ............................................................................................. 10 3.2 Climate and Length of Operating Season ......................................................................................... 11 3.3 Sufficiency of Surface Rights ............................................................................................................ 11 3.4 Accessibility and Transportation to the Property .............................................................................. 11 3.5 Infrastructure Availability and Sources.............................................................................................. 12 4 History......................................................................................................................... 13 4.1 Prior Ownership and Ownership Changes........................................................................................ 13 4.2 Previous Exploration and Development Results ............................................................................... 13 4.3 Historic Mineral Resource and Reserve Estimates .......................................................................... 14 4.4 Historic Production ............................................................................................................................ 14 5 Geological Setting and Mineralization ..................................................................... 16 5.1 Regional Geology.............................................................................................................................. 16 5.1.1 Regional Structure................................................................................................................. 16 5.2 Local Geology ................................................................................................................................... 21 5.2.1 Local Lithology ...................................................................................................................... 23 5.2.2 Alteration ............................................................................................................................... 23 5.2.3 Structure ................................................................................................................................ 23 5.2.4 Metamorphism ....................................................................................................................... 24 5.3 Property Geology .............................................................................................................................. 24 LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page x 5.4 Significant Mineralized Zones ........................................................................................................... 27 5.4.1 Relevant Geological Controls ................................................................................................ 28 6 Deposit Type .............................................................................................................. 30 6.1 Mineral Deposit ................................................................................................................................. 30 7 Exploration ................................................................................................................. 31 7.1 Relevant Exploration Work ............................................................................................................... 31 7.1.1 Surveys and Investigations ................................................................................................... 31 8 Drilling......................................................................................................................... 32 8.1 Type and Extent ................................................................................................................................ 33 8.2 Procedures ........................................................................................................................................ 33 8.2.1 Core Drilling ........................................................................................................................... 34 8.2.2 RC Drilling ............................................................................................................................. 34 8.2.3 Factors Impacting Accuracy of Results ................................................................................. 35 8.3 Interpretation and Relevant Results .................................................................................................. 35 9 Sample Preparation, Analysis and Security ............................................................ 36 9.1 Sample Preparation .......................................................................................................................... 36 9.1.1 AVG Laboratory ..................................................................................................................... 36 9.1.2 MMX-Corumbá Laboratory .................................................................................................... 36 9.1.3 SGS Laboratory ..................................................................................................................... 37 9.1.4 Bureau Veritas ....................................................................................................................... 37 9.2 Sample Analysis................................................................................................................................ 38 9.2.1 AVG Laboratory ..................................................................................................................... 38 9.2.2 MMX-Corumbá Laboratory .................................................................................................... 38 9.2.3 SGS Laboratory ..................................................................................................................... 39 9.2.4 Bureau Veritas Laboratory .................................................................................................... 39 9.3 MMX Quality Controls and Quality Assurance .................................................................................. 40 9.4 Interpretation ..................................................................................................................................... 41 10 Data Verification ......................................................................................................... 42 10.1 Quality Control Measures and Procedures ....................................................................................... 42 10.2 Limitations ......................................................................................................................................... 42 11 Mineral Resource Estimate ....................................................................................... 43 11.1 Drillhole Database ............................................................................................................................. 43 11.2 Geology ............................................................................................................................................. 43 11.3 Compositing ...................................................................................................................................... 47 11.4 Density .............................................................................................................................................. 49 11.5 Variogram Analysis and Modeling .................................................................................................... 50 LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page xi 11.6 Grade Estimation .............................................................................................................................. 53 11.7 Model Validation................................................................................................................................ 56 11.8 Resource Classification..................................................................................................................... 60 11.9 Mineral Resource Statement ............................................................................................................ 61 11.10 Mineral Resource Sensitivity ............................................................................................................. 63 11.11 Exploration Target ............................................................................................................................. 65 12 Adjacent Properties ................................................................................................... 66 13 Interpretation and Conclusions ................................................................................ 67 13.1.1 Exploration............................................................................................................................. 67 13.1.2 Mineral Resource Estimate ................................................................................................... 67 14 Recommendations ..................................................................................................... 68 14.1 Recommended Work Programs ........................................................................................................ 68 15 References .................................................................................................................. 69 16 Glossary...................................................................................................................... 71 16.1 Mineral Resources ............................................................................................................................ 71 16.2 Mineral Reserves .............................................................................................................................. 71 16.3 Definition of Terms ............................................................................................................................ 72 16.4 Abbreviations .................................................................................................................................... 73 17 Date and Signature Page ........................................................................................... 75 List of Tables Table 1: Drilling at Serra Azul ........................................................................................................................... iii Table 2: Serra Azul Mineral Resource Statement, at April 10, 2013, Wet Tonnage Basis ............................. vii Table 2.2.1.1: Serra Azul Land Tenure ............................................................................................................. 7 Table 2.4.2.1: Expansion Processes ................................................................................................................. 8 Table 2.4.2.2: Processes for Current Operation ................................................................................................ 9 Table 4.4.1: Historic Production for the Tico-Tico Plant .................................................................................. 14 Table 4.4.2: Historic Production for the Ipê Plant ............................................................................................ 14 Table 5.4.1.1: Mineralization Types ................................................................................................................. 28 Table 8.1: Drilling at Serra Azul ....................................................................................................................... 32 Table 8.1.1: Comparison of Twin RC and Core Drillholes............................................................................... 33 Table 9.2.2.1: Detection Limits of MMX-Corumba Laboratory Iron Ore Analysis ........................................... 38 Table 9.2.3.1: Detection Limits of SGS Laboratory Iron Ore Analysis ............................................................ 39 Table 9.2.4.1: Bureau Veritas Detection Limits ............................................................................................... 40 Table 11.1.1: Basic Statistics of All Analyzed Intervals ................................................................................... 43 Table 11.3.1: Statistics of Assays and Composites in the Serra Azul Database (1/2) .................................... 47 LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page xii Table 11.3.1: Statistics of Assays and Composites in the Serra Azul Database (2/2) .................................... 48 Table 11.3.2: Correlation Table for Composites .............................................................................................. 49 Table 11.4.1: Density of Lithotypes, on a Wet Basis ....................................................................................... 49 Table 11.5.1: Variogram Parameters .............................................................................................................. 51 Table 11.6.1: Block Model Dimensions and Origin ......................................................................................... 53 Table 11.6.2: Estimation Parameters (1/2) ...................................................................................................... 54 Table 11.6.2: Estimation Parameters (2/2) ...................................................................................................... 55 Table 11.9.1: Serra Azul Mineral Resource Statement, April 10, 2013, Wet Tonnage Basis ......................... 62 Table 11.10.1: Grade Tonnage Data for Fe and SiO2 ..................................................................................... 63 Table 25.3.1: Definition of Terms .................................................................................................................... 72 Table 25.4.1: Abbreviations ............................................................................................................................. 73 List of Figures Figure 2.1.1: General Location Map of the Serra Azul Mine ............................................................................. 3 Figure 2.1.2: Site Location Map of the Serra Azul Mine .................................................................................... 4 Figure 2.1.3: Mineral Licenses of the Serra Azul Mine...................................................................................... 5 Figure 3.1: Surface Rights of the Serra Azul Mine Area ................................................................................. 10 Figure 5.1.1.1: Project Location within the São Francisco Craton .................................................................. 17 Figure 5.1.1.2: Location of Large Structures in the Iron Quadrangle .............................................................. 17 Figure 5.1.1.3: Geological Sections Proposed for the Region of the Serra do Curral..................................... 20 Figure 5.2.1: Stratigraphic Column. ................................................................................................................. 22 Figure 5.3.1: Geological Map of the Serra Azul Mine Area, at December 16, 2012 ....................................... 25 Figure 5.3.2: North-South Cross-sections through the Serra Azul Mine ......................................................... 26 Figure 8.1: Drillhole Location Map with Mining Concessions .......................................................................... 32 Figure 11.2.1: Decision Tree Defining Lithotypes ........................................................................................... 44 Figure 11.2.2: Cross-sections in Oblique View................................................................................................ 45 Figure 11.2.3: Longitudinal Sections in Oblique View ..................................................................................... 45 Figure 11.2.4: Cross-Sections with Geology and Drilling, Looking East ......................................................... 46 Figure 11.6.1: Cross-Sections with Geology, Block Model and Drilling Looking East .................................... 56 Figure 11.7.1: Histogram of Block Fe (upper left), Nearest Neighbor Fe (upper right), QQ plot (center) and scatter plot (lower) of Fe in Compact Itabirite ...................................................................................... 57 Figure 11.7.2: Swath Plots of Fe in Compact Itabirite by Easting and Elevation ............................................ 59 Figure 11.8.1: Cross-sections with Geology, Block Model Classification and Drilling..................................... 60 Figure 11.10.1: Grade Tonnage Curves, Iron.................................................................................................. 64 LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 1.1 Page 1 Introduction SRK Consulting (U.S.), Inc., (SRK) was commissioned by MMX Mineração e Metálicos S.A. (MMX) to audit resource estimation for the Serra Azul Mine (the Project). The Project is located in the Serra Azul area in the state of Minas Gerais, Brazil near the town of Igarapé, located approximately 60 km southwest of Belo Horizonte, the capital of Minas Gerais. The Project consists of two contiguous open pit mines and two beneficiation plants for the production of lump and sinter feed. The Tico-Tico Mine was acquired by MMX as part of the acquisition of AVG Mineração S.A. (AVG) in December 2007. The Ipê mine was acquired as part of the acquisition of Mineradora Minas Gerais Ltda (Minerminas) in March 2008. The properties are operated by MMX Sudeste Mineração Ltda. (MMX Sudeste), a 100% owned subsidiary of MMX. MMX has prepared a feasibility study to expand production to 24 to 29 Mt of pellet feed per year The expansion includes a new beneficiation plant, a slurry pipeline to a new rail car loading area and a new tailings storage facility. 1.2 Terms of Reference and Purpose of the Report The quality of information, conclusions, and estimates contained herein is consistent with the level of effort involved in SRK’s services, based on: i) information available at the time of preparation, ii) data supplied by outside sources, and iii) the assumptions, conditions, and qualifications set forth in this report. This report is intended for use by MMX subject to the terms and conditions of its contract with SRK and relevant securities legislation This report provides mineral resource estimates, and a classification of resources in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum Standards on Mineral Resources and Reserves: Definitions and Guidelines, December 2005 (CIM). 1.3 Qualifications of Consultants (SRK) The Consultants preparing this technical report are specialists in the fields of geology, exploration, mineral resource and mineral reserve estimation and classification, underground mining, geotechnical, environmental, permitting, metallurgical testing, mineral processing, processing design, capital and operating cost estimation, and mineral economics. None of the Consultants or any associates employed in the preparation of this report has any beneficial interest in MMX. The Consultants are not insiders, associates, or affiliates of MMX. The results of this Technical Report are not dependent upon any prior agreements concerning the conclusions to be reached, nor are there any undisclosed understandings concerning any future business dealings between MMX and the Consultants. The Consultants are being paid a fee for their work in accordance with normal professional consulting practice. Leah Mach, Principal Resource Geologist, is responsible for all sections in the report. 1.3.1 Details of Inspection Leah Mach made site visits to the Project on June 27 and October 7, 2007; February 13, 2009; and June 30, 2010. The site visits consisted of reviewing the drill core and logging procedures, visiting the open pit and observing the operations and product types, visiting the beneficiation plant, and touring the property to see the tailings facility and waste dumps. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 1.4 Page 2 Reliance on Other Experts (Item 3) The Consultant’s opinion contained herein is based on information provided to the Consultants by MMX throughout the course of the investigations. SRK has relied upon the work of other consultants in the Project areas in support of this Technical Report. The sources of information include data and reports supplied by MMX personnel as well as documents referenced in Section 15. The Consultants used their experience to determine if the information from previous reports was suitable for inclusion in this technical report and adjusted information that required amending. This report includes technical information, which required subsequent calculations to derive subtotals, totals and weighted averages. Such calculations inherently involve a degree of rounding and consequently introduce a margin of error. Where these occur, the Consultants do not consider them to be material. 1.5 Effective Date The effective date of the resource estimation is April 10, 2013; the effective date of the report is August 5, 2013. 1.6 Units of Measure The metric system has been used throughout this report. Tonnes are metric of 1,000 kg, or 2,204.6 lb. Currency is stated in United States Dollars (US$) and the Brazilian Real (R$) as indicated. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 2 Property Description and Location 2.1 Property Description and Location Page 3 The Project is located approximately 60 km southwest of Belo Horizonte, and approximately 560 km northwest of Rio de Janeiro in Minas Gerais State, Brazil (Figures 2.1.1 and 2.1.2). The Project consists of three contiguous licenses in the Serra Azul Mountain Range, located near the city of Igarapé in the southwest part of the Quadrilátero Ferrífero (Iron Quadrangle). The Project also includes five exploration claims surrounding the licenses. The licenses lie between 20°07’30”S and 20°06’30S and between 44°17’W and 44°19’W (Figure 2.1.3). The Project lies within the municipalities of Brumadinho, Igarapé, Itatiaiuçu, Mateus Leme and São Joaquim de Bicas. Source: MMX, 2013 Figure 2.1.1: General Location Map of the Serra Azul Mine LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 4 Source: MMX, 2010 Figure 2.1.2: Site Location Map of the Serra Azul Mine LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 5 Source: MMX, 2013 Figure 2.1.3: Mineral Licenses of the Serra Azul Mine 2.2 Mineral Titles Mining Rights Mining rights in Brazil are governed by Mining Code Decree 227 dated February 27, 1967 and further rules enacted by Brazil’s National Department of Mineral Production (DNPM), which is the governmental agency controlling mining activities in Brazil. Each application for exploration or mining is represented by a claim submitted to the DNPM. Brazilian Mining legislation allows that mining rights, both Exploration Permits and Mining Concessions may be, with the DNPM’s approval, totally or partially, assigned or transferred to others by its holder. The administrative process for both is similar, even though there are specific conditions for each. In both cases the interested party must file a specific administrative process at the DNPM, according to the provisions set forth in the Ordinance # 199, July 14, 2006 enacted by the DNPM. Once granted, an Exploration Permit is valid for three years, with the possibility to be extended for three more years. After that the holder must present the Final Exploration Report about all technical activities performed at the project in order to define a mineral deposit and prove that this particular project is feasible. Also, at the holder’s discretion this report may be presented before the expiration date. One of the main points is the presentation of the resources (Measured, Indicated and LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 6 Inferred), which at the Mining Concession step will be the tonnages/volumes which the mining company will be allowed to exploit. If during the Life of Mine (LoM), more exploration is conducted and the reserves are expanded, then these can be added to the allowed quantities to be mined, provided the DNPM approves this work. Even if the project does not demonstrate feasibility, the Final Exploration Report is mandatory. At this point it should be mentioned that the DNPM considers the Measured, Indicated and Inferred tonnages/volumes as reserves, and not, as in other countries as resources. This wording/conceptual difference sometimes leads to misunderstandings. During the validity of an Exploration Permit, the holder pays a tax referred to as the Annual Tax per Hectare. The value is R$2.02/ha for the first three years, and R$3.06/ha when the Exploration Permit has been extended. Exploration Permits are granted to Brazilian citizens and/or mining companies established in Brazil. Mining Concessions are only granted to mining companies. When the application is filed at a DNPM office, the application receives a number which is used during the whole validity of its life, either as Exploration Permit or Mining Concession. For example, the DNPM number 834.189/2006 means that the first filing for an Exploration Permit was made in 2006. If the Final Exploration Report is approved by the DNPM, the holder has one year to present a Plano de Aproveitamento Econômico (PAE), or Economic Exploitation Plan, among other documents of minor importance. The PAE may be seen as a Feasibility Study. Construction and mining activities may start after the PAE is approved. Other than several corporate taxes paid by companies in Brazil, mining companies also pay a tax for mineral exploitation called Financial Compensation for the Exploitation of Mineral Resources (CFEM), which is levied on the sale of raw or improved mineral. For iron ore the rate is 2%. The company must pay an amount equal to 50% of the CFEM to the landowner. 2.2.1 Nature and Extent of Issuer’s Interest MMX holds the mineral rights through leases and ownership. Table 2.2.1.1 presents the mining and exploration licenses and requests for exploration licenses controlled by MMX in the Serra Azul area. The holder of the three mining licenses is Companhia de Mineração Serra da Farofa (CEFAR) and MMX has lease agreements with CEFAR for each one. Brazilian Mining Law allows holders of Exploration or Mining Licenses to totally or partially assign or transfer these claims to a third party, with DNPM’s approval. The three mining licenses are part of Mining Group number 249 (DNPM Process 931.798/2011) covering 509.71 ha. The five exploration licenses cover 1,074.31 ha and the seven areas requested for exploration cover 4,885.09 ha. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 7 Table 2.2.1.1: Serra Azul Land Tenure Claim 801.908/68 805.374/71 005.182/58 Holder Cia. de Mineração Serra da Farofa – CEFAR Cia. de Mineração Serra da Farofa – CEFAR Cia. de Mineração Serra da Farofa - CEFAR Area (ha) Permit Validity Term Iron 351.64 Mining Dec 31, 2021 Brumadinho and Igarapé Iron 83.37 Mining May 21, 2021 Brumadinho Iron 74.70 Mining Dec 31, 2021 Exploration License Exploration License Exploration License Exploration License Exploration License Exploration Request Exploration Request June 11, 2016 Location* Mineral Igarapé, Brumadinho and São Joaquim de Bicas 833.379/2004 MMX Sudeste Igarapé, Itatiaiuçu, Mateus Leme Iron 259.79 832.182/2006 MMX Sudeste Itatiaiuçu, Mateus Leme Iron 102.25 830.632/2006 MMX Sudeste Brumadinho, Igarapé Iron 107.32 832.183/2006 MMX Sudeste Brumadinho, S. Joaquim Iron 193.50 831.977/2005 BRASROMA Brumadinho, Igarapé Iron 411.45 830.633/2006 MMX Sudeste Brumadinho, Igarapé, Itatiaiuçu Iron 1,881.25 831.243/2006 MMX Sudeste Mateus Leme Iron 960.00 Iron 7.97 Brumadinho, S. Joaquim MMX Sudeste 831.713/2010 MMX Sudeste Brumadinho Iron 12.01 832.607/2010 MMX Sudeste Brumadinho Iron 261.47 834.356/2010 MMX Sudeste Iron 1,358.18 Exploration Request 830.088/2011 MMX Sudeste Iron 404.21 Exploration Request Brumadinho, S. Joaquim 2.3 de Bicas Brumadinho, S. Joaquim de Bicas Jul 29,2016 Apr 6, 2014 6-Apr-14 Exploration Request 830.826/2010 de Bicas Nov 13, 2016 Exploration Request Exploration Request Royalties, Agreements and Encumbrances MMX holds the three mining leases through a lease with CEFAR. The lease was originally with the DNPM through 2021, for mining rights related to processes DNPM 801.908/1968, 805.374/1971 and 005.182/1958. In 2013, MMX and CEFAR signed an extension of the agreement through December 31, 2034. In the renewal of the lease agreement, CEFAR was granted an 11% royalty until December 31, 2018. From January 1, 2019 until December 31, 2021 the royalty will be 11.5%. After January 1, 2022, the royalty will be 12.5%. Royalties are applied on gross revenues after exclusion of logistics costs. The agreement also authorizes free access on the leased area of its property. 2.4 Environmental Liabilities and Permitting 2.4.1 Environmental Liabilities MMX has 22 legal proceedings initiated by the regulatory environmental agency between 2010 and 2013. These are being addressed by their by their attorneys. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 8 On August 26, 2011 MMX committed to a Behavior Adjustment Term (TAC) so that the safety, stability and environmental quality of the tailings dam, water supply, and sediment containment are assured. 2.4.2 Required Permits and Status The Serra Azul expansion project is being licensed in three stages: 1. Plant to process friable and compact itabirites, conveyor belt, transmission lines and other facilities such as water pipes. This licensing process is ongoing. 2. New tailings dam and tailings pumping system. The licensing process began in February 2012 and is in technical analysis. 3. Pit expansion and waste piles. The licensing process began in December 2012 and is in technical analysis. A public hearing was held in June 2013. Tables 2.4.2.1 and 2.4.2.2 present the processes which are under analysis. Table 2.4.2.1: Expansion Processes Process number 00866/2003/018/2010 00886/2003/022/2011 00886/2003/023/2011 00886/2003/025/2012 00886/2003/027/2012 14968/2012/001/2012 14968/2012/003/2013 00886/2003/029/2013 149468/2012/004/2013 14968/2012/002/2012 LEM/MLM Description LP LI LI + LP (ADME and Main Access) LP Dam tailings 9B LP + LI (Pit expansion and stack storage) LP + LI (Concrete Plant) LO (Concrete Plant) LOP (Geological Survey) LP (Gas Station) LP + LI (ADME 2) Municipalities São Joaquim de Bicas São Joaquim de Bicas São Joaquim de Bicas Status License granted with conditions Itatiaiuçu, Itaúna, Mateus Leme, Igarapé e São Joaquim de Bicas Brumadinho, Igarapé e São Joaquim de Bicas Under analysis by the Environmental Authority São Joaquim de Bicas São Joaquim de Bicas Brumadinho License granted with conditions São Joaquim de Bicas São Joaquim de Bicas Serra Azul_Audit on Resource_162700.12_005_SH Under analysis by the Environmental Authority License granted with conditions Under analysis by the Environmental Authority Under analysis by the Environmental Authority Under analysis by the Environmental Authority License granted with conditions Process filed August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 9 Table 2.4.2.2: Processes for Current Operation Process number 00049/1984/020/2011 00886/2003/017/2010 00886/2003/024/2011 00049/1984/017/2011 00049/1984/023/2012 02194/2004/011/2012 00886/2003/030/2013 00049/1984/26/2013 00886/2003/026/2012 00886/2003/021/2011 00049/1984/024/2012 02194/2004/012/2012 LEM/MLM Description LOC for tailings disposal from Ipê mine. LP + LI Stock Pile Grota das Cobras, Phase 1 Preliminary Environmental Authorization for the new mechanical workshop at Tico-Tico Mine LOC B1A Ipê mine dam raising Municipalities Brumadinho Brumadinho Ipê Mine B1 dam raising. Brumadinho LOC Recovery of Fines Brumadinho LP + LI (B1 Auxiliary Dam Raising) Igarapé LP + LI (Dam Raising B1A Emicon 25m) Revalidation Operating License for Tailings Dam. B1 Tico Tico Required on 20/07/2011 Revalidation of LO 069, LO 314, LO 773 (Expansion of production, expansion and modification of mining UTM) Required on 20/07/2011 Revalidation of LO 226 Operating License for Treatment Unit - UTM. Required on 22/08/2011 Revalidation of LO 185 Lavra, Open With or without treatment Treatment Dry. Required on 20/07/2011 Brumadinho Igarapé Igarapé Igarapé Status License granted with conditions License granted with conditions Environmental Authority granted License granted with conditions Under analysis by the Environmental Authority License granted with conditions Under analysis by the Environmental Authority Under analysis by the Environmental Authority Under analysis by the Environmental Authority Igarapé Under analysis by the Environmental Authority Igarapé Under analysis by the Environmental Authority Igarapé Under analysis by the Environmental Authority Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 3 Page 10 Accessibility, Climate, Local Resources, Infrastructure and Physiography The Project is located in the state of Minas Gerais within the city limits of Igarapé, Brumadinho, Itatiaiuçu, Mateus Leme and São Joaquim de Bicas. Access to the complex is by way of Fernão Dias highway, which crosses the Project near Igarapé. The Serra Azul Mine is approximately 60 km from Belo Horizonte, the capital of Minas Gerais state. Figure 3.1 shows an aerial view of the site layout. Source: MMX, 2013 Figure 3.1: Surface Rights of the Serra Azul Mine Area 3.1 Topography, Elevation and Vegetation The Project is located in the southeast extension of the Serra Azul range that terminates at the Serra de Itatiauçú. The area has high relief with elevations between 1,000 m and 1,400 m (amsl). Serra Azul forms the watershed of the Ribeirão São Joaquim (north slope) and Rio Manso (south slope) hydrographic sub-basins and the Rio Paraopeba hydrographic basin. The Project area is drained by two streams, the Córrego Olaria and the Córrego Grande, which are part of the Ribeirão São Joaquim sub-basin. Serra da Farofa has a prominent east-west ridgeline, composed of resistant banded iron formation (BIF). The ridge elevation varies from 1,050 m to 1,310 m. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 11 The Project is located in the Central Brazil Complex, which is the transition zone between the Scrublands and Atlantic Forest Biomes. According to Rizzini (1979), vegetation from both biomes can be found in the Complex. These include vegetation of the Atlantic Forest, Seasonal Forest, the Cerradão (Sclerophyll Forest), hygrophila communities, and areas covered by treeless fields or rupestrian fields. The Project is located in a steep, mountainous terrain where forest and campestral vegetation have been identified. The first occupy the slopes, climbing up the mountains along the ravines in the form of hillside thickets or narrow bands of gallery forest. The campestral vegetation is found in the valleys and on peaks. Vegetation corresponds to the ecological succession from submontane and semi-deciduous to seasonal or pluvial forest. Natural reforestation of the cleared land has resulted in an irregular distribution of the forest and open fields of native grasses or scrub growth. 3.2 Climate and Length of Operating Season According to the Köppen classification system, the regional climate is of the Cwa type characterized as humid subtropical. This area has hot, wet summers and dry winters including months without measureable precipitation. The average local temperatures range from 25ºC in January during the summer to 18ºC in August during the winter. The maximum rainfall occurs in December and January and varies between 240 and 320 mm per month. May and June are the months with the minimum amount of rainfall. During these months, precipitation is less than 60 mm per month. Total annual rainfall exceeds 1,000 mm. Operations are not affected by the climate and the Project operates year round. 3.3 Sufficiency of Surface Rights CEFAR owns the surface rights to the majority of the property covered by the mineral licenses (Figure 3.1). MMX controls the surface rights in the mine area through the lease agreements and acquisition of land. MMX is acquiring the surface rights for the proposed rail terminal, tailings and other areas required for the expansion. At the time of the report, about 73.26% had been acquired. 3.4 Accessibility and Transportation to the Property The Project is situated in the Serra da Farofa area of the Serra Azul Mountain Range, in the northwestern part of the Iron Quadrangle. The nearest major city to the project area is Belo Horizonte. Belo Horizonte has two airports: The Tancredo Neves International Airport (Confins) in Belo Horizonte provides direct access to Brazil’s principal cities and other South American capitals and the Pampulha Airport offers flights to other cities in the state of Minas Gerais. In addition to airport access, several major highways connect Belo Horizonte with other major Brazilian capitals including São Paulo (584 km), Rio de Janeiro (444 km), Salvador (1,372 km), Brasília (716 km) and Vitória (524 km). From Belo Horizonte, the Mine is accessed via federal highway BR-381 which is also known as the Fernão Dias Expressway connecting Belo Horizonte to São Paulo. The mine access road is located 60 km southwest of Belo Horizonte on BR-381 and the mine administrative buildings are located just west of BR-381. The Serra Azul Mine is close to two railway terminals. The closest is located 18 km from the site in Brumadinho. The other is in the town of Sarzedo, 35 km away. Both of these are located in the Belo LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 12 Horizonte metropolitan area. MMX is currently constructing its own rail terminal about 6.7 km from the mine. These railways provide easy access to the iron ore transport route, the coastal ports of Porto de Sepetiba and Tubarão as well as Porto Sudeste, currently being developed by MMX. 3.5 Infrastructure Availability and Sources The Project is located in the Iron Ore Quadrangle, a significant global iron ore source. All infrastructure necessary to mine and process significant commercial quantities of iron ore exist at the current time. Infrastructure items include high voltage electrical supplies, water sources, paved roads and highways, railroads for transporting run-of-mine (RoM) ore, port facilities that connect to global markets and towns where employees live. Local and State infrastructure also includes hospitals, schools, airports, equipment suppliers, fuel suppliers, commercial laboratories and communication systems. Additional infrastructure is required for the planned expansion of the Serra Azul Mine. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 4 History 4.1 Prior Ownership and Ownership Changes Page 13 CEFAR is the holder of the three licenses comprising the Project. On January 1, 2011, MMX incorporated AVG and became the only lessee of the mineral rights of the three mining concessions (249/2012 Mining Group). Prior to ownership by AVG and Minerminas, the area covered by Mining License 801.908/68 was developed by Santa Mariana Participações e Administração Ltda (Santa Mariana), which operated under a 10-year lease agreement initiated on May 23, 1986. In 1987, Santa Mariana sub-leased this license to Mineração Serra das Farofas Ltda, the predecessor of AVG. Eight years later, Santa Mariana assigned its rights in the lease agreement to AVG through a “Contract of Assignment of Lease Right”, approved by DNPM on July 19, 1996. At same time, CEFAR extended the 10-year lease agreement for an additional two years, until June 2, 1998. A new lease agreement between CEFAR and AVG was initiated on May 19, 1998 and on May 3, 2003, this lease agreement was extended until 2021. Minerminas started operations at the area on July 01, 2003 through a lease agreement with CEFAR, with AVG’s approval. This agreement assigned Minerminas the right to mine the western part of Mining License 801.908/68 covering approximately 57% of the area. The first work on Mining License 805.374/71 was conducted by Mineradora Rio Bravo Ltda, under a 10-year lease agreement with CEFAR. This contract was initiated on June 4, 1986 and had an option to extend the term for an additional 10 years. In 1998, CEFAR signed a 5-year lease agreement with Mineração Serra das Farofas Ltda, which was initiated on December 11, 1998 and completed on June 23, 1999. Minerminas started mining activities on this mining license in March 1999 under a 22-year lease agreement, which is still in effect. Minerminas was incorporated into AVG in 2010. The lease on Mining License 005.182/1958 was assigned to AVG on October 24, 2010. 4.2 Previous Exploration and Development Results Iron mining in the Iron Quadrangle began in the nineteenth century with many small-scale producers. Deposits of itabirite were developed at the Pau de Vinho mine and hematite in the area of Mineração Esperança. Both of these areas are located near the Minerminas and AVG deposits and are currently not in operation. The first geologic mapping in the area was part of a joint mapping program between the Brazil’s DNPM and the United States Geological Survey (USGS). The resulting paper by Dorr et al (1961) was published in both Portuguese and English and has been used extensively in the Iron Quadrangle for background on iron deposits. The economic potential of the Serra Azul area was reevaluated by Sociedade Mineração da Trindade (Samitri) during the same year (1961), through an agreement with the DNPM and the USGS. There are no records of past exploration conducted by the predecessor companies that operated in the Project area. Like most private iron mine operators in Brazil, Minerminas and AVG did not conduct exploration programs on their properties. From 1981 until recently, the area has been the target of intermittent geological research, always showing encouraging qualitative results without, however, providing conclusive evidence for the development of a large-scale mining project LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 14 compatible with the size of the deposit. Mining was based on the empirical knowledge of the technical team operating at the mine. The mine was not optimized and lacked a life of mine (LoM) plan. After the purchase of the mineral rights by MMX, AVG and Minerminas were combined into AVG/Minerminas which is now referred to as Serra Azul. Since then, MMX has implemented an aggressive exploration and development program including drilling, mapping, sampling, resource estimation, pit optimization, mine planning, and process evaluation using best industry practices. 4.3 Historic Mineral Resource and Reserve Estimates There have been no historic mineral resources or reserves at the Serra Azul property until 2008, when MMX commissioned SRK to produce a NI 43-101 Technical Report for the AVG property. Since then MMX has produced its own resource estimates which have been audited by SRK. 4.4 Historic Production The AVG plant, now referred to as the Tico-Tico Plant, began magnetic separation in May 2006 so spiral rejects could be recovered. Since MMX gained control of the AVG Mine in December 2007, the Minerminas mine in March 2008, and completed its first year of production in 2008, there have been plant upgrades and production improvements through the plant. In 2008, the Minerminas plant, now referred to as the Ipê Plant, had a crusher refurbishment and addition of a magnetic separator to aid in recovery of the fines. Tables 4.4.1 and Table 4.4.2 present the production from each unit Table 4.4.1: Historic Production for the Tico-Tico Plant Description RoM (Mt) Fines (Mt) Total Plant Feed (Mt) Lump (Mt) Coarse Sinter Feed (Mt) Sinter Feed Spirals(Mt) Pellet Feed (Mt) Total Production (Mt) Recovery (%) 2005 2.2 2.1 0.5 0.6 0.4 1.6 73.3 2006 2.4 2.4 0.4 0.7 0.5 1.6 69.3 2007 2.3 0.8 3.0 0.4 1.0 0.9 2.3 75.7 2008 2.7 1.1 3.8 0.6 1.3 0.6 0.3 2.8 74.0 2009 2.2 1.9 4.0 0.6 1.4 0.6 0.3 2.9 71.48 2010 3.0 1.5 4.5 0.7 1.4 0.8 0.4 3.5 74.34 2008 1.0 0.1 1.1 0.3 0.2 0.1 0.0 0.6 53.4 2009 1.4 0.9 2.2 0.4 0.5 0.0 0.4 1.2 54.99 2010 2.6 1.3 3.8 0.6 1.1 0 0.7 2.4 62.68 2011 2.6 1.7 4.2 0.9 1.9 0.5 0.3 3.6 67.51 2012 2.3 1.1 3.4 1.0 1.8 0.4 0.1 3.6 73.93 Table 4.4.2: Historic Production for the Ipê Plant Description RoM (t) Fines (t) Total Plant Feed (t) Lump (t) Coarse Sinter Feed (t) Sinter Feed Spirals(t) Pellet Feed (t) Total Production (t) Recovery (%) LEM/MLM 2005 1.2 1.2 0.4 0.1 0.5 41.7 2006 1.3 1.3 0.5 0.2 0.1 0.7 54.4 2007 1.5 1.5 0.6 0.3 0.1 0.9 61.6 Serra Azul_Audit on Resource_162700.12_005_SH 2011 2.3 1.4 3.8 0.5 0.5 0.9 0.6 2.5 65.29 2012 2.5 1.5 4.1 0.5 0.8 0.4 0.6 2.3 55.88 August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH Page 15 August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 5 Page 16 Geological Setting and Mineralization This section is summarized from MMX (2009) and personal communications with MMX geologists during site visits and meetings between SRK and MMX. 5.1 Regional Geology The Project area is situated in the western portion of the Iron Quadrangle near Belo Horizonte, Minas Gerais, in the Serra do Curral homocline. Mineralization is hosted by the Minas Supergroup which is dominated by supracrustal metasedimentary and metavolcanic rocks. Intrusive rocks are rarely found in the area but, where present, are basic sills and dikes up to 1 m wide. Regional metamorphism reached the greenschist facies during multiple episodes of deformation. 5.1.1 Regional Structure The Project area lies within the São Francisco Craton tectonic province of South America shown in Figure 5.1.1.1. The Project is located in the extreme west of the Serra do Curral homocline and in the north/northwest limit of the Iron Quadrangle. This region has a complex tectonic-metamorphic history and is part of the basement of the southern portion of the São Francisco Craton. The São Francisco Craton (Almeida et al 1981) tectonic province was not affected by the Brazilian deformation but is bordered by Brazilian fold belts that developed during orogenesis culminating in the formation of Gondwana approximately 650 Ma. The basement of the craton was subjected to the Jequié/Rio das Velhas and Transamazonic tectonic-metamorphic events that preceded the Brazilian deformation. There are various evolutionary models proposed for the Iron Quadrangle region, and this area is still extensively studied. Among the large-scale structures in the Iron Quadrangle are the: Serra do Curral homocline; Serra da Moeda syncline; and Dom Bosco Syncline. The Serra do Curral homocline is located in the north and has a NE-SW strike and dips SE. The Serra Moeda syncline is located in the west part of the Iron Quadrangle and is the west limb of a syncline which has an N-S axis and dips to the south. The Dom Bosco syncline is in the south and has an E-W axis and is connected to the Serra Moeda syncline on the west side. There is also the Falha do Engenho zone of trans-current shearing, the Mariana anticline to the southeast and the Santa Rita syncline to the east. According to Dorr (1969), the Santa Rita syncline corresponds to the major and most complex folding of the region. Finally, the Gandarela isoclinal syncline is located to the northeast with SE dipping limbs and the Fundão-Cambotas fault system that extends for almost the entire length of the east border. Figure 5.1.1.2 shows the homocline, synclines and anticlines in the region. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 17 Source: Marshak & Alkmim 1989 and Alkmim & Marshak 1998 Figure 5.1.1.1: Project Location within the São Francisco Craton Source: Modified from Alkmim & Noce 2006 after Dorr (1969) and Romano (1989) Figure 5.1.1.2: Location of Large Structures in the Iron Quadrangle LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 18 Serra do Curral Homocline There have been five different interpretations for the formation of the Serra do Curral homocline as listed below: The homocline is a section of the Serra dos Três Irmãos region (Eichler, 1964); The homocline is the south limb of the Piedade syncline (Dorr, 1969); Pires (1979) interpreted the homocline as related to an anticline; Alkmim and Marshak (1998) interpret the structure as the inverted flank of a regional anticline; and Oliveira et al. (2005) interpret the homocline as the overturned limb of a recumbent allochthonous megafold, referred to as the Curral Nappe. Figure 5.1.1.3 shows schematic sections showing each author’s interpretation, which are discussed in detail below. The first interpretation was proposed by Eichler (1964) and is shown in Figure 5.1.1.3 schematic section (a). Eichler (1964) interprets the homocline as a section of the Serra dos Três Irmãos region transported by north-directed thrust faults. According to Simmons (1968), the Serra do Curral homocline is the south limb of the Piedade syncline, as suggested by Dorr (1969). This is shown in schematic section (b) in Figure 5.1.1.3. This structure is well characterized at the NE limit of the Serra do Curral (Serra da Piedade), where the two limbs of the syncline are recognized, a fact that leads Simmons (1968) to believe that the homocline represents one of the limbs of this megastructure. The Serra do Curral homocline, dipping to the SE, is characterized by secondary folding with axial planes oblique to the direction of the mountain ridge. Small reverse faults parallel to the syncline with displacement to the southeast and high-angled normal faults cut the megastructure. Pires (1979) was the first author to propose that the regional folding is related to an anticline. Through work that was done at the junction of the Serra do Curral homocline with the Moeda syncline, Pires (1979) proposed the schematic section shown in Figure 5.1.1.3 (c). In this section, Pires (1979) shows an anticline, the north limb of which would represent the Serra do Curral homocline. This structure is limited at the base by the Curral Thrust Fault and at the north by schists of the Rio das Velhas Supergroup. Romano (1989) determined the petrographic and textural characteristics of the metavolcanic rocks of the Mateus Leme to Esmeraldas and Pará de Minas to the Pitangui regions. According to the author, these rocks represent the continuity of the Rio das Velhas Supergroup in the Occidental Serra do Curral. In this region, Romano (1989) identified thrust faults and other deformational features cutting the Rio das Velhas Supergroupes. The structures are attributed to two phases of regional deformation (Dn and D1). The first deformation affected only the Rio das Velhas Supergroup and the second extended to the Minas Supergroup in the western portion of the Serra do Curral homocline. The second regional deformation was of a progressive compressional character. Marshak et al. (1992) and Jordt-Evangelista et al. (1992) identified a zone of normal shearing in the contact between the Sabará Group and the Belo Horizonte Metamorphic Complex in the region of Ibirité, southwest of the city of Belo Horizonte, and described three zones of contact metamorphism. They are, from northwest to southeast, cordierite-sillimanite, staurolite-andalusite-cordierite and LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 19 biotite. These zones exemplify the metamorphic aureoles that occur in the contact zones of the supercrustal rocks with the basement metamorphic complexes in response to the formation of domes and synclines. Endo and Machado (1997) interpret the Serra do Curral homocline as part of a syncline characterized by the absence of a northern limb at the western limit of the structure. Endo and Machado (1997) observed that on the southern limb, the rocks of the Minas Supergroup are in normal stratigraphic sequence with inclinations that vary from moderate to high while on the northern limb, the stratigraphic sequence is inverted. According to Endo and Machado (1997), the Zone of Normal Shearing (the Moeda-Bonfim zone) in contact between the Bonfim Metamorphic Complex and the supracrustal rocks along the Serra da Moeda extends to the Serra do Curral homocline. Here, the zone of normal shearing is identified by the Souza Nochese Zone of Shearing. Thus, the principal structural features are: Sub-orthogonal between the Moeda and Curral synforms; Breaking and absence of north limb of the syncline; Normal ductile shearing between the metasediments and the Bonfim Complex; and Stratigraphic inversions in the south rim/limb of the synform. Based on these structures, Endo and Machado (1997) propose eight events of deformation for the region: four in the Neo-Archean and four in the Proterozoic, all of co-axial character. Alkmim & Marshak (1998) observed parasitic asymmetric folding and mesoscopic faults trending to the northwest at the western limit of the Serra do Curral homocline. This observation led to the interpretation that the Serra do Curral homocline may be the inverted flank of a regional anticline with polarity to the northwest. According to Alkmim & Marshak (1998), the Curral anticline is refolded at the Curral-Moeda junction with the Moeda syncline. The development of the mega-anticline would be related to a compressive event during the Transamazonic period and older than the extension that resulted in doming and syncline formation. Alkmim and Marshak’s (1998) interpretation is shown in Figure 5.1.1.3 section (d). Finally, the relations proposed by Oliveira et al. (2005) for the region of Itatiaiuçu, is shown in Figure 5.1.1.3 (e). According to the Oliveira et al. (2005), the schistocity observed in the rocks of the Minas Supergroup and Rio das Velhas in the entire Serra do Curral region, is the same that predominates in the sedimentary layering and schistocity in the mesoscopic folds with overturned limbs. According to the authors, the Serra do Curral homocline is the overturned limb of a allochthonous recumbent megafold, trending to the north-northeast, and referred to by Oliveira et al (2005) as the Curral Nappe. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 20 Sources: a) Schematic section proposed by Eichler (1964) in the region of the Serra dos Três Irmãos; b) Section proposed by Dorr (1969), section NW-SE in the Quadrilátero Ferrífero; c) Section proposed by Pires (1979) for the region of junction of the Serra do Curral with the Moeda syncline; d) Section proposed by Alkmim & Marshak (1998) for the region west of the homocline of the Serra do Curral; e) Schematic section proposed by Endo et al (2005) for the region of Itatiaiuçu (Section Itatiaiuçu). (Fm. Formation, Gr. Group, Sgp. Supergroup, ST Topographic Surface). Figure 5.1.1.3: Geological Sections Proposed for the Region of the Serra do Curral LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 5.2 Page 21 Local Geology In the Project area, the Serra das Farofas is composed of rocks from the Minas Supergroup that are underlain by the Rio das Velhas Supergroup in an unconformity. The Minas Supergroup is subdivided, from youngest to oldest, into three groups: Piracicaba Group; Itabira Group; and Caraça Group. A stratigraphic column is shown in Figure 5.2.1. Locally, the stratigraphic sequence is inverted, with the most recent quartzitic formations of the Piracicaba Group overlain by the itabirites of the Cauê Formation, part of the Itabira Group, which, in turn, is capped by the oldest phyllites and quartzites of the Caraça Group. This stratigraphic inversion, as discussed in Section 5.1.1, characterizes the mountain ridge and is most likely the limb of a recumbent fold. Structural elements which show three deformation phases (D1, D2 and D3) can be observed in the Project area. The closed, isoclinal folds of the bedding are related to the D1 deformation phase. In addition to the thickening of the axial lines and thinning of the limbs, there is an axial plane cleavage associated with L1 mineral lineations. The folds show that the D2 deformation phase are re-folds of the first phase, are generally kink folds with angular axial lines and straight limbs verging to the NW where crenulation lineations are developed. The development of dilational structures filled with quartz veins is common. The D3 deformation phase is represented by open folds verging to the south. They are symmetrical with a sinusoidal profile and re-fold the D1 and D2 structures. Reverse faults are observed at different scales and are associated with the strong deformational shortening of the iron formations. They are associated with the D2 deformation phase and may be manifested as brittle shearing zones which affect the original bedding, deforming the first D1 phase. Narrow fault breccia marks the nuclei of the faults and the rotation of the fragments indicate sinistral kinematic movement. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 22 Source: MMX, 2013 Figure 5.2.1: Stratigraphic Column. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 23 5.2.1 Local Lithology The Caraça Group is subdivided into the Moeda (lower) and Batatal (upper) Formations. The Moeda Formation is composed, principally, of coarse quartzites, metaconglomerates, and phyllites. According to Renger et al. (1994), the Moeda Formation has a maximum age of 2.65 Ga, and was deposited in a fluvial environment. Over time, this depositional environment evolved into a marineplatform represented by the Batatal Formation. The Batatal Formation is composed predominantly of phyllites and graphitic phyllites. Its maximum age of deposition is 2.5 Ga (Renger et. al. 1994) and the Batatal Formation has a gradational contact with the Itabira Group. The Itabira Group is essentially composed of chemical sediments, a characteristic that separates it from the Caraça Group. It is of great economic importance, as it hosts world class deposits of iron and manganese, associated with gold and bauxite. It is divided, from base to top, into the Cauê and Gandarela Formations. The Cauê Formation is composed of itabirites, dolomitic itabirites, amphibolitic itabirites, carbonate itabirites and lenses of marl and phyllites. Due to their resistance to weathering, the itabirites form the principal ridges of the region with extensive escarpments, such as the Serra do Curral. The Cauê Formation represents the principal target of research work. Since the Gandarela Formation does not occur in the area, the Cauê Formation is in direct contact with the Piracicaba Group. The Piracicaba Group is divided, from base to top, into the Cercadinho, Fecho do Funil, Taboões and Barreiro Formations. The Cercadinho Formation is the only one of this group that is identified in the Project area, and is composed of quartzites and graphitic phyllites, that occurs in the northern part of the area. According to Renger et al. (1994), this group represents a period of tectonic movement in the Minas Basin initiated around 2.4 Ga. The rocks show a general east-west strike direction with dips varying between 45º and 50º to the south with some local variations caused by secondary asymmetric folding and transverse faulting of the structure. 5.2.2 Alteration Alteration in the area is described by MMX geologists as intense silicification of compact itabirite resulting from hydrothermal activity. 5.2.3 Structure The dominant structure in the project area is an antiform overturned to the north. The upper limb has been completely eroded, leaving only the inverted lower limb. As a result of the numerous deformational episodes, bedding is rarely observed and then only in the quartzite and phyllite of the Cercadinho Formation. However, the principal foliation, Sn is well developed in all of the local lithologies. The Sn foliation dips approximately 30º to 40° south in the northern part of the project and increases to about 70° south in the southern part of the area. This suggests that the Project is located on the inverted limb of an isoclinal anticline with vergence to the north. Small scale, asymmetric folds with amplitudes from centimeter to meter scale are observed at the Project where cataclasite has also been observed. These folds are typically tight with east-west axes. Intense folding is seen in the iron formation, often obliterating the primary structures. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 24 The contacts between formations show tectonic textures and are interpreted to be thrust faults. Normal faults are also observed in the project area. 5.2.4 Metamorphism The metamorphism identified in the Project area is related to continental collision during the Transamazonian Orogeny. Metamorphic grade in the Iron Quadrangle increases from west to east as described by Dorr (1969). The rocks of the western and central portions reached greenschist facies whereas those in the east reached the almandine-amphibolite facies. In the Serra do Curral, metamorphism of greenschist facies predominates. Itabirite is a highly deformed rock with a composition derived by tectonic and metamorphic processes. Small preserved nuclei of magnetite in the interior of hematite crystals suggest that the greater part of these rocks were oxidized by hydrothermal solutions during the deformational processes. The most common minerals, other than quartz, are siderite, ankerite, ferroan dolomite, magnetite, martite and, locally, chlorite. Martite is a product of altered magnetite and ankerite and is often a secondary mineral. 5.3 Property Geology Within the pit area, the geology is dominated by four formations. From oldest to youngest, these are the Batatal, Cauê, Gandarela and Cercadinho Formations. The pit geology is shown in Figure 5.3.1 and typical cross-sections are shown in Figure 5.3.2. The Batatal Formation has been thrust over the younger Cauê Formation, which has been thrust over the youngest Cercadinho Formation. The deposit is crosscut by a northwest-trending, high-angle brittle fault that appears to be offset by younger northeast trending faults. The dominant structural features consist of Sn foliation, fracture planes and minor fold axes. Foliation is the most conspicuous planar element within the pit and is preferentially developed in the enriched itabirite. The Sn foliation strikes northwest-southeast and dips both northeast and southwest suggesting the presence of a larger fold. Parasitic fold axes typically trend 150º to 200º. Well-defined fracture planes are found in both the friable itabirite and compact itabirite. It is typically more prominent in the compact itabirite. The fracture planes have two predominant orientations. One strikes northwest and dips northeast the other strikes north-northeast and dips southeast. These fabrics often host breccia zones with areas of significantly enriched iron. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 25 Source: MMX, 2013 Figure 5.3.1: Geological Map of the Serra Azul Mine Area, at December 16, 2012 LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 26 Source: MMX 2013 Figure 5.3.2: North-South Cross-sections through the Serra Azul Mine LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 5.4 Page 27 Significant Mineralized Zones The mineralization at the Project consists of metamorphosed banded iron formation (BIF) with strong evidence of hydrothermal syngenetic formation with areas of supergene enrichment from subsequent weathering. This results in four major mineralization types, including: Canga; Friable and compact itabirite; Friable and compact hematite; and Dolomitic itabirite Canga is the product of chemical weathering of all the types of friable ore. It generally has more elevated grades of aluminum, phosphorous, and greater loss on ignition (LOI). It occurs in three stratigraphic locations: at the top of the BIF, in the base of the southern Serra das Farofas and over the schists of the Batatal Formation. In the Batatal Formation, canga is formed in the iron ore colluvium. In some areas, it has elevated iron grades, due to the nature of the source rock. The presence of visible hematite clasts is common and goethite and limonite commonly occur with secondary minerals, increasing the hardness. The friable itabirite is confined to the proximities of compact itabirite or of zones of silicification. The principal characteristics of this type of ore are silica grades that vary from 6% to 10% and in granulometry that is above 19 mm. The bands are composed of friable hematite intercalated with bands of recrystallized quartz. Compact itabirites occurs at the base of the friable itabirites and as small elongated bodies preferentially oriented west-northwest/east-southeast within the friable itabirite. These last are protoliths of proto-ore that remain after intense weathering and/or hydrothermal alteration along certain preferential directions such as the axis of folds. The carbonate itabirite is characterized by intercalations of clay bands alternating with bands of friable and compact hematite. The bands of clay are generally light rose colored but locally may be white in color. Where these bands are white, kaolinite is often present. The texture is banded, with bands up to 40 to 50 cm in width. Where kaolinite is common in the clay-rich bands, internal breccia texture are observed. The clay bands of clay also contain isolated crystals of euhedral quartz and specularite, both of which are coarse to very coarse in grain size. The euhedral quartz and the specularite are the product of secondary alteration, growing over the original texture of these rocks. The hematite bands are fine and even occur as films intercalated with clay minerals. Friable hematite also occurs disseminated within the clay bands. MMX has further classified the mineralization types, based on content of Fe, Al2O3, Mn and mass recovery in the lump ore fraction (MR1). The mineralization types that are included in the geologic model are listed in Table 5.4.1.1. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 28 Table 5.4.1.1: Mineralization Types Al2O3% MR1% Mn% Fe% Type 25 to 62 IF Friable Itabirite > 62 HF Friable Hematite 25 to 62 IC Compact Itabirite > 62 > 35 HC Compact Hematite CG, CD < 55 IL Lateritic Itabirite > 55 IA Aluminous Itabirite > 0.1 25 to 45 IPT Powdery Itabirite NA < 25 QF Ferruginous Quartzite < 45 < 1.6 NA > 45 > 1.6 NA NA NA NA Description Canga 5.4.1 Relevant Geological Controls The mineralization at the Serra Azul Mine shows strong evidence for both structural and lithological controls. There is also evidence for hydrothermal origin for the iron formation, with later supergene modification that probably caused major enrichment in addition to “softening” of the ore. The hypogene phase is associated with D1 folding during which, hydrothermal fluids ascended to the surface as a result of decompression. This would also permit meteoric fluids to descend along the normal faults causing mixing resulting in oxidizing conditions and the formation of magnetite and carbonates, as described by Rosière et al. (2008). In this model, Fe-rich hydrothermal dolomite could be formed during the tight folding. Later, oxidization of the Fe-rich dolomite caused leaching of Mg, Ca and CO2, resulting in the formation of hematite. Subsequent weathering has resulted in supergene enrichment and “softening” of the ore. These same normal faults would be the preferred routes for the meteoric fluids to circulate to deeper parts of the system. At the Project, this faulting could be represented by the high-angle brittle faults observed in the pit. The genesis of the friable carbonate itabirite with hypogene characteristics could be controlled by D1 folding, that channelized mineralizing hydrothermal fluids parallel to the layering or compositional banding. Higher-grade ore is concentrated in these folded areas. In the locations where the fluid/rock ratio was higher, bands of compact hematite were generated, possibly by leaching or complete substitution of the pre-existent carbonates. Nearby, where the fluid/rock ratio was less, the leaching/substitution of the carbonates was not complete. Some carbonate remained that was subsequently leached during supergene alteration and generated the contaminated friable ore. This high-grade ore is generally porous and almost always contains remnants of weathered carbonate, observed as the orange to ochre colored interstitial material. Another observation at the Serra Azul Mine is the close relationship between breccias and/or veined areas with the high-grade friable ore and the rich itabirite. It has been observed that in areas with the greatest amount of breccias with carbonate veins and veinlets, it is likely that friable ore or rich itabirite will be present. This is also characteristic of areas only affected by carbonate veins and veinlets. The carbonate veins can be parallel to or may crosscut itabirite banding. Portions of compact itabirite are common in the middle of friable ore. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 29 The contacts between friable and compact ores may be sharp or transitional. Where there are carbonate veins/veinlets there is a tendency for the intensity of friability to be greater than the areas without carbonate veining. Iron remobilization most likely occurred as an association with hydrothermal fluids, resulting in the formation of concordant and discordant hematite veins. These veins are often breccia zones filled by hematite. Some of the remobilized material is composed of magnetite. The process of quartz remobilization was very intense in some areas, resulting in breccia formation and silicification of the itabirite. Quartz remobilization often results in high compactness to the itabirite (hard itabirite). In places, the orientation of these silicified zones appears, to be controlled by the hinges of D1 folds, where it is parallel to the banding. However, in other areas the pattern is rather complex. The iron formation extends across the Serra Azul ridge including the entire license block of Serra Azul which is approximately 4000 m long and 800 m wide. The formation dips steeply to the south at the west end of the mine and at about 35⁰ to the south in the center and east. The true thickness of the formation varies, but averages about 300 m. The itabirite continues to depth in the steeply dipping areas. The friable itabarite varies in thickness, but averages about 50 m in thickness below the surface. The compact itabirite varies between 200 and 400 m in true thickness. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 6 Deposit Type 6.1 Mineral Deposit Page 30 Iron mineralization in the Iron Quadrangle, as in other world locations, is controversial. Various models are proposed, but the currently accepted models are hydrothermal syngenetic and/or supergene enrichment. According to Guild (1957), ferruginous sediments of the Minas Supergroup are chemical precipitates, deposited when iron-bearing river waters mixed with marine waters in a shallow, low energy basin. This basin was isolated from the Proterozoic ocean by a volcanic arc and it is suggested that volcanic ash interacting with saline basin waters lowered the pH of the water, resulting in iron precipitation. In addition, petrologic observations indicate that this basin received limited clastic material. The ferruginous sediments consist predominantly of iron oxide and colloidal silica with limited carbonate minerals. Carbonate mineral deposition was limited by the low pH of the receiving basin waters. The deposits within the Minas Supergroup are characterized by fine, alternating layers of iron and silica minerals. The iron minerals typically are hematite or magnetite and the silica minerals are chert or quartz. Many of these formations have iron content deemed too low for profitable exploitation. However, during intensive weathering, silica is leached from the rock resulting in material enriched in iron and creating a deposit of potentially economic iron mineralization. Occurrences of leached BIF’s account for the world’s main source of iron. The BIF’s in the Iron Quadrangle are locally called itabirite named for Pico do Itabirito, the type locale for itabirite. The itabirites in the Iron Quadrangle are composed of hematite and fine-grained quartz. Extreme lateritic weathering has produced zones nearly devoid of silica locally referred to as canga caps. Below the canga caps, itabirites with enriched iron grade and hematite-magnetite are found. The itabirites are typically characterized by the degree of leaching. Three common varieties are friable itabirite, semi-compact itabirite and compact itabirites. Each of these are characterized by a relative decrease in the amount of leaching. Itabirites require processing to liberate the hematite from the quartz and are very amenable to treatment. Consequently, itabirites and powdery hematite are processed into iron product concentrates, or iron product fines. Fines are preferably sold as sinter feed, but product that contains a significant fraction of particles smaller than 1 mm cannot be fed directly into the sintering machine. This finer product is sold as feed for pelletizing plants, or pellet feed. Pure hematite contains a maximum of 69.94% iron compared to pure magnetite, which contains 72.36% iron. Despite the higher iron content of magnetite, hematite is more valued by the steel industry due to its higher reduction rate. During the steel-making process, hematite (Fe2O3) is progressively reduced to magnetite (Fe3O4), then wüstite (FeO), and is finally refined into iron (Fe). Hematite and magnetite have different crystal lattice structures; hematite has a hexagonal lattice, whereas magnetite has a simple cubic lattice. This difference in atomic arrangement accounts for a volume increase during the loss of oxygen atoms. Consequently, hematite in a blast furnace undergoes a much higher volume increase during the reduction process than the equivalent iron amount as magnetite. The increased porosity resulting from the volume change causes a marked increase in the overall reduction rate, more than offsetting the effect of the lower iron content of hematite. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 7 Page 31 Exploration The first geologic mapping in the area was part of a joint program between the Brazil’s DNPM and the United States Geological Survey (USGS). The resulting paper by Dorr et al (1961) was published in both Portuguese and English, forming the basis of geologic understanding in the Iron Quadrangle. The economic potential of the Serra Azul area was reevaluated by Samitri during the same year (1961), through an agreement with the DNPM and the USGS. Like most private iron mine operators in Brazil, AVG, Minerminas and operators prior to AVG and Minerminas have not had extensive and detailed exploration programs. There has been minimal exploration drilling prior to MMX’s involvement in the Project. Limited channel samples were collected in the pit area. 7.1 Relevant Exploration Work 7.1.1 Surveys and Investigations Channel samples have been excavated and sampled by MMX in the mine area. All channels are vertical and are 2 m in length. Channels were collected on an irregular grid. The resource estimation database does not include the channel samples. The earliest local mapping was done by Senior Engenharia Ltda as part of the exploration report prepared by Minerminas at the end of 1990’s. More recently, the local mapping was contracted by MMX and carried out by Vórtice Consultoria Ltda in March 2008 at 1:5,000 scale. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 8 Page 32 Drilling Core drilling in the Project area by MMX was performed by Vórtice Sondagens e Serviços de Mineração, Ltda. (Vórtice) and Geológica e Sondagens Ltda. (Geosol), both based in Belo Horizonte. MMX also conducted reverse circulation (RC) drilling contracted to Geosol Geosedna Perfurações and Especiais S.A. (Geosedna), also based in Belo Horizonte. A total of 45,999 m have been drilled at the Project in 461 holes. Holes were drilled on a slightly irregular 100 m x 100 m grid. Table 8.1 lists the number of drillholes by program and company and Figure 8.1 shows the locations of the drillholes within the mining concessions. Table 8.1: Drilling at Serra Azul Campaign AVG Total AVG MMX Core* MMX RC Total MMX Total Number of Drillholes 11 11 365 85 450 461 Period 2005 2005 2007-2012 2007-2012 2007-2012 Length (m) 440 440 34,938 10,621 45,559 45,999 Number of Samples* 46 46 6,572 2,059 8,631 8,677 *Includes 4 geotechnical holes, not sampled Figure 8.1: Drillhole Location Map with Mining Concessions LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 8.1 Page 33 Type and Extent Core All core holes are HW sized core (77.8 mm) and were drilled using a conventional drill rig. About a third of the holes (144) were drilled at an inclination between -55° and -75° to the north and the remainder are vertical. The minimum depth of the drillholes is 8.7 m and the maximum is 672.65 m; the average hole depth is 94 m, with 87% of the holes being less than 200 m in depth. RC Drilling The RC holes were drilled with a hammer or tricone depending on the hardness of the rock. The diameter of the hole drilled by hammer is 5 inches and the diameter of the hole drilled by tricone is 4 inches. Nine holes were drilled vertically and the remainder were drilled at an inclination of 70° to the north. The average depth of the holes is 125 m, with a minimum of 35 m and a maximum of 280 m. The technique of RC drilling was new to the Serra Azul project in 2009. In order to assess the results of RC drilling, two twin holes were drilled for comparison. Table 8.1.1 presents the twin drillholes and the results for the matching intervals. RPSF15 and SEFDSF08 are not true twins as one is vertical and the other angled at -70 to the north; however, the results for the friable and compact itabirite are quite similar. The holes were collared on the fines stockpile, so the initial interval would not necessarily be expected to be similar. The twins, FSAVGB05 and RPSF16, show similar grades in the canga, but the RC hole has higher grades in the friable itabirite. Table 8.1.1: Comparison of Twin RC and Core Drillholes Drillhole Orientation From To RPSF15 Vertical SEFDSF08 North,-70 0 17 0 16.9 0 12.7 0 12 12 51 11.3 52.6 8.2 39.9 5 37 FSAVGSB05 Vertical RPSF16 Vertical Drilled Vertical Lith. Interval Thickness 12 12 FS 34 34 IF,IC 11.3 10.6 FS 35.7 33.5 IF,IC 8.2 8.2 CG 27.2 27.1 IF,IC 5 5 CG 25 25 IF Fe 49.1 50.87 44.4 52.02 63.79 47.91 60.2 56.84 SiO2 Al2O3 24.95 26.11 31.7 24.2 2.42 29.67 12 16.72 2.43 0.47 1.6 0.52 2.57 0.56 1.47 1.02 P 0.072 0.014 0.052 0.011 0.057 0.014 0.02 0.012 Mn LOI 0.01 0.01 0.01 0.02 0.03 0.02 0.01 0.01 2.42 0.27 1.38 0.17 3.51 1.06 0.86 0.71 SRK also reviewed the drillholes in cross-section and did not detect a noticeable difference in grades between the RC and core holes. 8.2 Procedures The drillhole locations are first determined by the supervising geologist. Drill access is provided by clearing drill pads with the use of a bulldozer. For inclined holes, a line is drawn between two stakes in the azimuth direction and the drill rig is aligned with it. The inclination of the drill rig is set by a MMX technician using the inclinometer of a Brunton compass. Upon completion of the drillhole, the final collar location is surveyed by Prisma Produtos e Serviços Ltda. ME (Prisma) using a Topcon Total Station, 239W, 3003W or 3005W. Prisma then generates a Microsoft Excel spreadsheet and/or a certified report in PDF format. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 34 The drilling at the Project has focused on the pit area. With the 2010 to 2013 drilling, the drilling grid is roughly 100 m by 100 m. All holes on this grid do not extend to depth into the compact itabirite. Core recovery is typically in excess of 90%. 8.2.1 Core Drilling At the drill rig, the drill core is placed in wooden boxes and washed of all foreign material. A technician delivers the boxes to the logging area where they are placed either in the sun or under a roof until they are completely air-dried. The drill core is photographed before and after sampling to record geological descriptions and sampling intervals. Geologic logging and identification of sample intervals are carried out by the project geologist. This process identifies the different lithologic types, geological contacts, zones of fault or fracture, ferruginous zones and internal waste. MMX personnel supervise all sample security. The drill core is collected from drill sites, logged and sampled under the direction and control of MMX. The core storage facility is located within the secure area. SRK is of the opinion that there has been no tampering with the samples. Logging and Sampling The HW-sized drill core is first photographed, and then logged by a geologist onto a standardized paper form. Data from the geological log is entered into an acQuire® database, the geological database management system developed by acQuire® Technology Solutions Pty Ltd. During core logging, the geologist marks the beginning and end of each sample interval on the box. Sample breaks are at changes in lithology and friability with some consideration placed on visual estimations of Fe percentage. Sampling is conducted only within the ferruginous zones. Sample intervals have a minimum length of 1 m and a maximum length of 5 m. The preferred sample interval ranges between 3 and 5 m (80% of samples). Zones of internal waste within mineralized intervals are sampled and material outside the ferruginous zone is not sampled. Samples are collected by a trained sampler under the supervision of a technician or a geologist following a sampling plan produced by acQuire®. The sampling plan contains the identification of primary and check samples according to MMX’s QA/QC policy (see Section 9.3). The core is split lengthwise using a diamond core saw in the competent zones and with a specially designed scoop in the highly weathered zones. The sample is placed in a plastic bag with a sample tag. The plastic sample bag is further marked in two places on the outside with the sample identification. The sample bags are then sealed and sent to the laboratory for physical and chemical analysis. The remaining core is archived for future reference. 8.2.2 RC Drilling The RC drilling is conducted dry, without injecting water. The sample is discharged from the center tube return through a hose to a cyclone. The entire sample is collected over 1 m intervals in plastic bags. The bags were marked with the drillhole number and interval from and to information. The bags were weighed by Geosedna personnel and the weights recorded on a form for MMX. A small sample was collected for logging and stored in wooden boxes with 30 compartments and a hinged cover. MMX personnel supervise all sample security. The samples were collected from drill sites, logged and sampled under the direction and control of MMX. SRK is of the opinion that there has been no tampering with the samples. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 35 Logging and Sampling The RC chips are logged by the geologist at the core facility and data from the geological log is entered into an acQuire® database. The 1 m samples are grouped into 5 m intervals with breaks at lithological changes and the sample intervals are entered on a sampling form. Samples are sent to the SGS Geosol Laboratórios, Ltda. (SGS) laboratory in Belo Horizonte where they are composited into the sample intervals indicated by the geologist. The compositing procedure is described in Section 11.3. 8.2.3 Factors Impacting Accuracy of Results The compact and friable itabirites have varying hardness and will have varying drill recoveries. The varying hardness of the mineralized material forces the sampler to use two techniques for core sample collection, which can make it difficult to collect a representative sample. MMX uses a saw for compact material and a trowel for friable material, which is industry standard. Because MMX uses lithological controls for sample intervals that are based on friability versus compactness, the different material hardness does not present a problem within a single sample. In addition, the core recovery is good to excellent, averaging over 90%. RC drilling may also encounter problems at changes in rock hardness or void spaces. SRK saw no evidence that there is a sampling problem or sample bias introduced at the Project due to varying hardness. MMX is conducting the sampling according to industry best practices for iron deposits. 8.3 Interpretation and Relevant Results The compact and friable itabirites have varying hardness, which may result in different drill recoveries and possible loss of material in friable zones. Core recovery averages more than 90% for all zones and RC recovery was generally greater than 70%. SRK did not observe problems with loss of material in friable intervals. A comparison of twin RC and core holes and visual examination of RC holes by cross-section did not detect a bias between the two drilling methods. MMX is using industry best practices for exploration drilling programs at the Project. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 9 Page 36 Sample Preparation, Analysis and Security Before MMX acquired the Serra Azul properties, sample preparation and analysis were performed at the AVG laboratory on the AVG property. During the initial exploration phase and in 2009, MMX used SGS located in Belo Horizonte. For part of 2008, MMX used the laboratory at Mine 63 operated by its subsidiary, MMX-Corumbá Mineração Ltda. (MMX-Corumbá). In 2010, MMX used SGS and the Bureau Veritas laboratory in Belo Horizonte and in 2011 to 2012, MMX used only the SGS laboratory. Bureau Veritas and SGS have ISO 9001 and ISO 14001 certification. Neither of the labs have ISO 170025 certification for procedures used in iron ore analysis; both are international labs with good reputations. 9.1 Sample Preparation 9.1.1 AVG Laboratory Sample preparation begins with sample identification and assessing the conditions of sample preservation. The sample preparation process consists of: Drying in a furnace at 105ºC for one to two hours; Jaw crushing until 90% passes through a 2 mm sieve; The crushed fraction is homogenized and split with a Jones splitter to reduce it to 250 to 300 g; The split is pulverized until 95% passes through a #150 mesh sieve; A splitter is used to separate a 25 g sample for analysis; and The remaining coarse reject and pulp are archived for future use. Samples were analyzed using a titration method. 9.1.2 MMX-Corumbá Laboratory At the MMX laboratory, the sample is initially checked for sample identification and preservation conditions. The sample preparation process consists of: LEM/MLM Weighing; Drying in a furnace at 105ºC over twenty hours; Jaw crushing until 100% of the sample passes through a 38.1 mm sieve; Reducing the sample to 25% of its initial mass in a rotary sampler. The remaining 75% is stored for future use; Jaw crushing the sample to 8 mm; Reducing the sample size, using a rotary sampler, to obtain an aliquot of 3kg; Roll crushing the sample to 2 mm; Reducing the sample, using a mini-rotary sampler, to obtain an aliquot of 200 g. remaining sample is archived; Pulverizing until 95% of the sample passes through a 0.106 mm sieve; Splitting the sample and taking half of the pulverized material for analysis, and taking a replicate sample for laboratory QA/QC from the same aliquot; and Archiving the remaining pulp, from which duplicate samples are made. Serra Azul_Audit on Resource_162700.12_005_SH The August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 37 All pulps are analyzed for Fe, Al2O3, SiO2, P, Mn, and TiO2 by X-Ray Fluorescence (XRF). 9.1.3 SGS Laboratory Samples arriving at SGS from MMX vary in size and material. The sample is initially checked for sample identification and preservation conditions upon receipt. The core sample preparation process consists of: Drying in a kiln at 105ºC until the sample is completely dry; Crushing the whole sample until 90% of the sample passes through a 2 mm sieve; Reducing the volume by homogenization and quartering in Jones splitter to reduce sample to 250 to 300 g. Pulverizing the split until 95% passes a 150 mesh sieve; Quartering in a Jones splitter to a sampling weighing approximately 125 g for analysis; Archiving the remaining coarse reject and pulp; and Record screening tests performed during sample crushing and grinding. The RC samples are received at the laboratory as the 1 m samples originally collected at the drill. The sampling intervals, as noted by the geologist, are sent to the lab with the sample batch. The sample preparation consists of the following steps: Drying in a kiln at 105ºC until the sample is completely dry; Jaw crushing until 95% of the sample passes through a 6.3 mm sieve; Compositing samples according to the sample interval plan; and Splitting in a riffle splitter and dividing the sample into two halves, one for analysis and one retained for additional metallurgical or other testwork. 9.1.4 Bureau Veritas Samples arriving at Bureau Veritas from MMX vary in size and material. The sample is initially checked for sample identification and preservation conditions upon receipt. The core sample preparation process consists of: Drying in a kiln at 105ºC until the sample is completely dry; Crushing the whole sample until 95% of the sample passes through a 2 mm sieve; Reducing the volume by homogenization and quartering in a rotary splitter to reduce sample to 300 to 600 g; Pulverizing the split until 95% passes a 150 mesh sieve; Quartering in a rotary splitter to a sampling weighing between 25 and 50 g for analysis; Archiving the remaining coarse reject and pulp; and Record screening tests performed during sample crushing and grinding. The RC samples are received at the laboratory as the 1 m samples originally collected at the drill. The sampling intervals, as noted by the geologist, are sent to the lab with the sample batch. The sample preparation consists of the following steps: LEM/MLM Drying in a kiln at 105ºC until the sample is completely dry; Jaw crushing until 100% of the sample passes through a 6.3 mm sieve; Compositing samples according to the sample interval plan; and Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine 9.2 Page 38 Splitting in a riffle splitter and dividing the sample into two halves, one for analysis and one retained for additional metallurgical or other testwork. Sample Analysis 9.2.1 AVG Laboratory At the AVG laboratory, all samples were analyzed using titration methods. The sample is dried at 100ºC and then 0.5 g of material is analyzed for percentage of Al2O3, Ca, Fe, FeO, LOI, Mg, Mn, P, S, SiO2 and TiO2. The analysis data is recorded in the Information and Management System of the Laboratory (LIMS). Original, signed assay certificates and Microsoft Excel data files are both are provided to MMX. 9.2.2 MMX-Corumbá Laboratory All pulps are analyzed for Fe, Al2O3, SiO2, P, Mn, and TiO2 by XRF. The analyses are performed on small disks formed by fusing a homogenized mixture of 1 g of sample and 9 g of a solvent containing lithium tetraborate and metaborate. The steps in the analytic procedure for LOI consist of: Drying the sample in an oven at about 110ºC for at least one hour; Weighing the empty container (CV); Placing 1 g of the dried sample in the container and weighing again (C+A); Placing the container with the sample in a previously heated oven and waiting until the temperature reaches 1000±50ºC and letting it calcine for more than one hour; Removing the container from the oven, resting it on the refractory plate until it loses incandescence, and then putting it in a closed dryer until the container and sample cool; Weighing and recording the final weight; and Calculating LOI using the following formula: %FW (C A) (Final Weight) x100 (C A) (CV) Data are entered into Microsoft Excel worksheets by a lab technician. Original, signed assay certificates and worksheets are provided to MMX. The detection limits for analysis are shown in Table 9.2.2.1 Table 9.2.2.1: Detection Limits of MMX-Corumba Laboratory Iron Ore Analysis Analysis Fe SiO2 Al2O3 MnO P TiO2 LOI LEM/MLM Lower Detection Limit (%) 0.01 0.10 0.01 0.01 0.01 0.01 0.10 Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 39 9.2.3 SGS Laboratory At the SGS laboratory, all samples are analyzed using the XRF technique. The typical sample size is 2 g and is analyzed for percentage of Fe, Al2O3, SiO2, P, Mn, TiO2, Ca, Mg and LOI. The steps in the analytic procedure for LOI consist of: Drying the sample in an oven at around 110ºC for at least one hour; Weighing the empty container (CV); Placing 1.5 to 2 g of the dried sample in the container and weighing again (C+A); Placing the container with the sample in a previously heated oven and waiting until the temperature reaches 1000±50ºC and letting it calcine for more than 1 hour; Removing the container from the oven, resting it on the refractory plate until it loses incandescence, and then put it in a closed dryer until the container and sample cool; and Weighing and record the final weight. LOI is calculated using the following formula: %FW (C A) (Final Weight) x100 (C A) (CV) The detection limits are shown in Table 9.2.3.1. Data is recorded in the LIMS database. Table 9.2.3.1: Detection Limits of SGS Laboratory Iron Ore Analysis Analysis Fe SiO2 Al2O3 Mn P TiO2 LOI Lower Detection Limit (%) 0.007 0.10 0.01 0.008 0.005 0.01 -45 9.2.4 Bureau Veritas Laboratory At the Bureau Veritas laboratory, all samples are analyzed with an XRF instrument. The typical sample size is 2 g and is analyzed for percentage of Fe, Al2O3, SiO2, P, Mn, TiO2, CaO, MgO, K2O, Na2O and LOI. The steps in the analytic procedure for LOI consist of: Drying the sample in an oven at around 110ºC for at least one hour; Weighing the empty container (CV); Placing 1.5 to 2 g of the dried sample in the container and weighing again (C+A); Placing the container with the sample in a previously heated oven and waiting until the temperature reaches 1,000 ± 50ºC and letting it calcine for more than 1 hour; Removing the container from the oven, resting it on the refractory plate until it loses incandescence, and then put it in a closed dryer until the container and sample cool; and Weighing and record the final weight. LOI is calculated using the following formula: %FW LEM/MLM (C A) (Final Weight) x100 (C A) (CV) Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 40 The detection limits are shown in Table 9.2.4.1. Table 9.2.4.1: Bureau Veritas Detection Limits Analysis Fe2O3 SiO2 Al2O3 P2O5 MnO TiO2 CaO MgO Na2O K2O 9.3 Lower Detection Limit (%) 0.01 0.10 0.10 0.01 0.01 0.01 0.01 0.10 0.10 0.01 MMX Quality Controls and Quality Assurance Prior to MMX acquiring the Project, AVG performed all analytical work at its onsite laboratory. To verify the analytical results obtained by the AVG laboratory, MMX sent 60 samples from eleven drillholes for re-analysis at SGS. The results showed good correlation between the two labs with the analyses by SGS having slightly higher Fe values. Currently, MMX has the following QA/QC program: The insertion of Certified Reference material samples (CRM’s); Blind duplicates; Assayed versus calculated global grade comparisons; and Stoichiometric (chemical) closure calculations. MMX has used acQuire® at its properties as a database management tool since December 2007. AcQuire® includes QA/QC protocols within the sample numbering procedure. In the sampling plan, the system inserts two different standards and one pulp duplicate for each 20 samples at random positions. The standard batch size is 40 samples, with 34 primary samples, 2 pulp duplicates and 4 company standards. For each 50 samples, one coarse duplicate is also inserted into the batch at a random position, reducing the primary samples to 33. If the batch is less than 20, the system assures that at least two different standards and one pulp duplicate sample will be inserted in each batch. Comparison of Assayed and Calculated Global Grades MMX calculates a global grade of iron and other major elements by determining a weighted average based on analysis of different sample of different grain size, and compares this to the analytical results from the global sample. Stoichiometric Closure MMX calculates stoichiometric closure for analyses at Bureau Veritas from Fe2O3, SiO2, Al2O3, P2O5, MnO, TiO2, CaO, MgO, K2O, Na2O and LOI. This is basically a mass balance calculations and stoichiometric closure is calculated by MMX using the following equation: S.C.=1.4298*(Fe- 0.7773*FeO)+SiO2+Al2O3+2.2915*P+1.2912*Mn+TiO2+CaO+MgO+Na2O+K2O+(LOI+0.1114*FeO)+FeO Stoichiometric closure is considered acceptable if it falls between 98% and 102%. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 41 Certified Reference Material The CRM’s used by MMX in the past were OREAS 40P, produced by Ore Research and Exploration Pty Ltd., APHP (Amapá High Phosphorous), made with iron ore from MMX Amapá Mineração Ltda, a MMX subsidiary and owner of the Amapa Mine, and CRB1, produced by Geomatek from material from the Corumbá Mine. APHP and CRB1 were certified by Dr. Dominique François-Bongarçon of Agoratek International (Agoratek). In 2009, Agoratek, performed a review and evaluation of the Project QA/QC for the 2007 and 2008 drilling programs. Although this was done after the completion of the drilling programs, the purpose of this study was to identify residual errors and to guide QA/QC programs at the Project during future exploration programs. Agoratek (2009) evaluated the performance of the two standards, OREAS 40 and APHP, over time and found that there were “strong accuracy problems.” OREAS 40 was found to have many analytical errors and Agoratek (2009) suggested that it was due to faulty certification. It was their recommendation that this standard be replaced. MMX has since developed its own CRM’s from material at the Serra Azul Mine with the assistance of Agoratek and SGS. The CRM’s are: SAH – Serra Azul Hematite; SACL – Serra Azul Canga Laterite; and SAIC – Serra Azul Compact Itabirite (still in preparation). MMX sent 20 of each samples to SGS in Belo Horizonte, Perth and Ontario, ALS Chemex in Lima and Perth, Intertek, Genalysis, Bureau Veritas, Ultratrace, Amdel and ACTLabs for analysis of Fe, P, SiO2, Al2O3, CaO, TiO2, MgO, K2O, Na2O, FeO and Mn. MMX then performed various statistical tests on the results to arrive at the accepted mean and standard deviation for each element or oxide. Duplicate Samples MMX requests the laboratories to prepare coarse and pulp duplicates. Monitoring Program MMX monitors the results of the QA/QC samples on a regular basis and produces charts and tables to assess the lab performance. The laboratory is requested to re-assay samples if the CRM fails. SRK has reviewed the data and the QA/QC reports and considers the laboratories to be performing well. 9.4 Interpretation The samples from Serra Azul are submitted with QA/QC samples, including standards and duplicate samples with standard samples appropriate to the Project. MMX has developed new standards from Serra Azul material. These samples have been sent to several laboratories in a round robin to produce analyses used to calculate an expected mean and standard deviation. SRK has reviewed the analyses of MMX’s QA/QC samples and finds that the results are acceptable. QA/QC sample failures are handled appropriately and are reviewed and investigated to determine the reason for the error. The sampling preparation and analyses follow industry guidelines and the results from the QA/QC samples indicate that the analyses are suitable for a resource database. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 42 10 Data Verification 10.1 Quality Control Measures and Procedures MMX directly imports data received from the laboratories into its database. SRK has compared assay certificates of 10% of the database and found no errors. The laboratory QA/QC measures are described in the proceeding section. MMX is monitoring core recovery and is eliminating intervals with low recovery from the resource estimation database. MMX personnel check topographic updates to be sure that data is correct and check drillhole collars against topography. 10.2 Limitations SRK considers the data to be suitably verified and acceptable for resource estimation. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 43 11 Mineral Resource Estimate This section provides details in terms of key assumptions, parameters and methods used to estimate the mineral resources together with SRK’s opinion as to their merits and possible limitations. The resource estimation for the Serra Azul Mine was prepared by Mr. Elvis Vargas and Mr. Rodrigo Oliveira under the direction of Mr. Vandersoni Monteiro Vieira de Moraes, Manager of Geology and Mineral Resources. MMX uses Geovia´s Surpac® for resource estimation and Mintec’s Minesight® software for mine planning. Leah Mach, Principal Resource Consultant with SRK, audited the resource. Samples from Serra Azul and the adjoining Pau de Vinho property were used in the estimation. However, only resources from Serra Azul are stated in this report. 11.1 Drillhole Database The Serra Azul drillhole database was compiled by MMX and verified by SRK and is determined to be of high quality and suitable for resource estimation. The database consists of assays for 461 holes drilled by AVG, Minerminas, and MMX. The average depth is about 100 m and the total meterage is 45,999 m. About a half of the holes are vertical and the remainder were drilled at approximately 65⁰ to 70° to the north. SRK received the drillhole database as five comma separated variable (csv) files consisting of: Collar: Drillhole ID, easting, northing, elevation, and total depth; Survey: Depth, azimuth, inclination; Geology: From, to, and; and Assay: From, to, Fe, SiO2, Al2O3, P, Mn, LOI, TiO2, CaO, MgO, K2O, Na2O and FeO. Table 11.1.1 contains basic statistics for the assay interval and metal variables of all analyzed intervals. Table 11.1.1: Basic Statistics of All Analyzed Intervals Variable Number Minimum Maximum Average Interval Fe SiO2 Al2O3 P Mn LOI 8677 8677 8677 8677 8677 8664 8677 0.80 2.86 0.70 0.02 0.002 0.001 -1.95 16.20 69.30 94.78 29.90 1.440 21.53 37.29 4.44 39.94 39.91 1.37 0.037 0.08 1.02 st rd 1 3 Standard Coefficient Median Quartile Quartile Deviation of Variation 3.80 5.00 5.00 1.06 0.24 32.00 37.00 48.40 12.08 0.30 27.23 45.21 52.50 17.97 0.45 0.17 0.49 1.73 2.23 1.63 0.010 0.020 0.046 0.054 1.43 0.01 0.01 0.02 0.51 6.21 0.05 0.31 1.27 1.93 1.89 11.2 Geology Seventy vertical geologic cross-sections were constructed at intervals of 100 m or 50 m depending on the drill spacing. Information from the project geologists and structural data from the geological mapping were used along with the drillhole data to construct the sections. MMX first defined lithotypes based on Fe, Al2O3 and Mn content and mass recovery of the lump ore fraction according LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 44 to the decision tree shown in Figure 11.2.1. After that the result was compared with the vertical sections and changed if necessary, giving a final lithotype definition. Source: MMX, 2013 Figure 11.2.1: Decision Tree Defining Lithotypes The following lithotypes were modeled in the cross-sections: Soil (SO); Stock Pile (FS); Waste Dump (AT); Canga (CG); Dentritic Canga (CD); Lateritic Itabirite (IL); Friable Itabirite (IF); Compact Hematite (HC); Friable Hematite (HF); Powdery Itabirite (IPT); Compact Itabirite (IC); Aluminous Itabirite (IA); Intrusive (IN); Quartzite (QTZ); and Phyllite (FL). After the construction of the north-south vertical sections, three east-west cross sections were generated to check the geology on the North-south sections. An intermediate stage consisted of LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 45 using Surpac‘s “stringmorphing” tool to generate intermediate vertical sections every 25 m between the primary sections. This methodology provided smoother transition between the sections. The cross-sections were used to prepare wireframes solids for the mineralization types. The transition between Serra Azul and Pau de Vinho wireframes occurs at Easting 576550. The geology was coded into the block model based on the wireframes. Figure 11.2.2 shows all the cross-sections in oblique view; Figure 11.2.3 shows the three longitudinal sections and Figure 11.2.4 shows two typical cross-sections through Serra Azul. Source: MMX, 2013 Figure 11.2.2: Cross-sections in Oblique View Source: MMX, 2013 Figure 11.2.3: Longitudinal Sections in Oblique View LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 46 Source: MMX, 2013 Figure 11.2.4: Cross-Sections with Geology and Drilling, Looking East LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 47 11.3 Compositing The average length of the samples used in grade estimation is 4.44 m with a range from 0.8 to 15 m. MMX composited the samples on 7.5 m intervals starting at the top of the drillhole with breaks at the lithotype solid boundaries. The variables that were composited include Fe, SiO2, Al2O3, P, LOI, Mn, CaO, MgO and MR1. Table 11.3.1 presents basic statistics of the assays and composites in the Serra Azul database. Table 11.3.1: Statistics of Assays and Composites in the Serra Azul Database (1/2) Lithology Element Fe (%) CGG SiO2 (%) Al2O3 (%) Fe (%) HM SiO2 (%) Al2O3 (%) Fe (%) IAL SiO2 (%) Al2O3 (%) Fe (%) IC SiO2 (%) LEM/MLM N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample 109 57.69 46.95 6.85 109 6.80 67.35 8.21 109 4.74 9.30 3.05 128 62.48 58.03 7.62 128 8.49 119.54 10.93 128 0.98 0.30 0.54 852 53.40 101.72 10.09 852 18.63 230.46 15.18 852 2.62 4.81 2.19 4910 35.37 57.84 7.61 4910 Composites 7.5 m 64 58.16 35.68 5.97 64 6.20 54.54 7.39 64 4.54 6.16 2.48 82 62.32 63.61 7.98 82 8.74 132.62 11.52 82 1.02 0.21 0.46 494 53.89 85.05 9.22 494 17.83 190.74 13.81 494 2.67 3.95 1.99 2966 35.22 47.87 6.92 2966 Mean Variance Std Deviation 48.35 123.67 11.12 48.61 101.85 10.09 Variable Samples Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 48 Table 11.3.1: Statistics of Assays and Composites in the Serra Azul Database (2/2) Lithology IC Element Al2O3 (%) Fe (%) ICA SiO2 (%) Al2O3 (%) Fe (%) IDOL SiO2 (%) Al2O3 (%) Fe (%) IF SiO2 (%) Al2O3 (%) Fe (%) IPT SiO2 (%) Al2O3 (%) Variable Samples N Sample N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation N Sample Mean Variance Std Deviation 4910 4910 0.49 0.80 0.89 25 27.48 15.90 3.99 25 36.40 22.14 4.71 25 0.08 0.00 0.06 25 23.44 55.36 7.44 25 30.56 99.42 9.97 25 0.21 0.05 0.23 1456 48.35 99.32 9.97 1456 28.13 222.01 14.90 1456 1.29 2.21 1.49 713 32.38 126.16 11.23 713 46.11 260.72 16.15 713 3.72 6.98 2.64 Composites 7.5 m 2966 2966 0.46 0.54 0.73 16 27.59 13.41 3.66 16 36.52 15.30 3.91 16 0.08 0.00 0.05 16 23.95 49.02 7.00 16 31.45 75.88 8.71 16 0.18 0.03 0.17 849 48.82 80.26 8.96 849 27.48 179.51 13.40 849 1.28 1.81 1.34 398 32.11 98.08 9.90 398 46.47 211.47 14.54 398 3.74 5.32 2.31 Source: MMX, 2013 LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 49 MMX generated histograms, probability plots and box plots for the composite data as well as the correlation table shown in Table 11.3.2. Table 11.3.2: Correlation Table for Composites Element Fe Fe SiO2 Al2O3 Mn P LOI CaO MgO 1.00 SiO2 -0.99 1.00 Al2O3 0.06 -0.18 1.00 -0.13 0.07 0.23 1.00 0.04 -0.10 0.42 0.17 1.00 LOI 0.10 -0.16 0.56 0.28 0.36 1.00 CaO -0.05 -0.04 -0.02 0.06 0.10 0.64 1.00 MgO -0.04 -0.05 -0.01 0.08 0.04 0.64 0.94 1.00 MR1 -0.40 0.45 -0.49 -0.11 -0.21 -0.47 0.07 -0.06 Mn P MR1 1.00 Source: MMX, 2013 11.4 Density Prior to 2010, MMX conducted three programs of density measurements at the project. The first and second programs were performed by Prominas under contract to MMX. The first program was done at AVG and the second was at Minerminas. The third was done at both AVG and Minerminas by Libaneo e Libaneo Ltda (Libaneo). The sand flask method was used for the friable lithotypes and the water displacement method was used for the competent lithotypes. Average values were calculated with and without outlier values by lithotype. The average values without outliers were used in the resource estimation. Table 11.4.1 presents the densities by lithotype. Table 11.4.1: Density of Lithotypes, on a Wet Basis Code 1 2, 31 32 33 3 4 34 35 5 10 11 12 13 14 Abbreviation IF CG, CD HC HF IPT IC IA IL IN QTZ FL SO WD FS Description Friable Itabirite Mineralized Canga Compact Hematite Friable Hematite Friable Carbonate Itabirite Compact Itabirite Aluminous Itabirite Lateritic Itabirite Intrusive Quartzite Phyllite Soil Waste Dump Fine stockpile Density (t/m3) 2.78 2.74 4.81 3.07 2.62 3.34 2.78 2.78 2.18 2.62 2.16 2.00 2.50 2.88 Type Ore Ore Ore Ore Ore Ore Ore Ore Waste Waste Waste Waste Waste Waste Source: MMX, 2013 LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 50 11.5 Variogram Analysis and Modeling MMX used the Serra Azul database for variogram studies. The study included directional and downhole variograms for Fe, SiO2, Al2O3, Mn, P, LOI, CaO MgO, and MR1 (mass recovery of lump ore fraction). The variogram analysis included the IF, IAL (IA + IL), IC and IPT lithotypes. The nugget was determined from downhole variograms. Variogram maps were produced to determine the search ellipsoid orientation and the relationships between the axes. The variogram parameters used in the resource estimation are presented in Table 11.5.1. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 51 Table 11.5.1: Variogram Parameters Lith Nugget Sill 1 Range 1 Sill 2 Range 2 Bearing Plunge Dip M/SM (1) M/m (2) Fe 3.50 28.50 130.00 17.00 650 270 0 60 1.25 2.00 SiO2 7.50 63.00 130.00 35.50 650 270 0 60 1.25 2.00 Al2O3 0.10 0.28 130.00 0.12 650 270 0 60 1.40 1.60 0.00002 0.00009 160.00 0.00008 800 270 0 60 1.75 2.00 0.000025 0.00011 60.00 0.00013 300 270 0 60 1.25 3.00 0.02 0.10 110.00 0.05 550 270 0 60 1.10 2.50 Variable Mn IC P LOI CaO 0.0002 0.00045 70.00 0.0004 350 270 0 60 2.00 4.00 MgO 0.00005 0.00025 50.00 0.00032 250 270 0 60 1.20 3.00 MR1 170.00 121.00 130.00 128.00 650 270 0 60 3.50 5.00 Fe 1.00 9.25 30.00 70.75 120 270 0 30 1.25 3.00 SiO2 5.00 40.00 30.00 135.00 120 270 0 30 1.25 3.00 Al2O3 0.04 0.46 55.00 1.30 110 270 0 30 1.00 2.50 0.00045 0.0038 100.00 0.0015 200 270 0 30 1.00 1.00 0.000025 0.00045 37.50 0.0009 75 270 0 30 1.00 1.25 Mn IF P LOI 0.025 0.31 60.00 0.64 120 270 0 30 1.00 2.00 CaO 0.00003 0.0004 45.00 0.00022 90 270 0 30 1.40 2.00 MgO 0.00002 0.00041 45.00 0.00022 90 270 0 30 1.00 1.40 MR1 25.00 92.80 40.00 33.30 120 270 0 30 1.00 2.00 Fe 1.22 37.49 100.00 46.17 200 270 0 30 1.25 6.00 SiO2 1.22 97.52 100.00 99.70 200 270 0 30 1.25 6.00 Al2O3 0.10 0.80 90.00 2.20 180 270 0 30 1.00 6.00 0.00005 0.00025 200.00 0.0008 400 270 0 30 1.00 10.00 0.0001 0.001 90.00 0.0015 180 270 0 30 1.00 6.00 0.15 0.99 45.00 1.19 90 270 0 30 1.20 2.40 CaO 0.00002 0.0001 70.00 0.00041 140 270 0 30 1.00 3.00 MgO 0.000008 0.000009 40.00 0.00016 80 270 0 30 1.00 1.75 MR1 10.00 150.00 75.00 23.00 225 270 0 30 1.00 5.00 Mn IAL P LOI LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Lith IPT Page 52 Nugget Sill 1 Range 1 Sill 2 Range 2 Bearing Plunge Dip M/SM (1) M/m (2) Fe 8.38 12.30 125.00 95.60 250 260 0 60 2.50 3.00 SiO2 5.89 77.49 125.00 129.55 250 260 0 60 2.50 3.00 Al2O3 0.12 2.05 90.00 0.55 180 260 0 60 1.30 2.00 Mn 0.01 0.03 125.00 0.40 250 260 0 60 1.10 3.75 0.0002 0.0009 125.00 0.001 250 260 0 60 2.00 4.00 Variable P LOI 0.12 1.23 125.00 1.15 250 260 0 60 3.00 6.00 CaO 0.000034 0.000166 125.00 0.000081 250 260 0 60 1.00 2.50 MgO 0.00006 0.00021 125.00 0.0023 250 260 0 60 1.50 4.50 MR1 27.00 73.50 100.00 147.90 200 260 0 60 1.00 1.00 (1) Ratio of Major to Semi-major axis (2) Ratio of Major to Minor axis Source: MMX, 2013 LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 53 11.6 Grade Estimation A block model was created with limits and dimensions as shown in Table 11.6.1. Table 11.6.1: Block Model Dimensions and Origin Direction X (East) Y (North) Z (Elevation) Minimum 571,800 7,773,350 745 Maximum 579,500 7,776,400 1,405 Block Size 25 25 15 The block model contains variables for: Global Fe, SiO2, Al2O3, Mn, P, CaO, MgO, LOI and MR1; Fe, SiO2, Al2O3, Mn, P, CaO, MgO, LOI and MR1 for each of the lithotypes in each block; Percentage of each lithotype within the block; Majority lithotype; Percentage below topography; Density, and Estimation parameters – number of composites, number of drillholes, average distance of composites used in estimation, and distance to closest composite for SiO2. The block model was coded with the percentage of each lithotype within the block from the lithotype wireframe solids. The percentage of the block below topography was assigned to the topography percentage variable. A neighborhood analysis on SiO2 was performed to determine the best estimation strategy for all variables. SiO2 was used because it is the main contaminant in the concentration process, it has a high correlation with Fe and the Fe and SiO2 variograms are similar. Block grades were estimated by ordinary kriging for IF, IAL (IA + IL), IC and IPT. Inverse distance squared (ID2) was used for CGG (CD + CG) and HM (HF + HC). Each block has an Fe variable for each of the lithtypes. The parameters for each pass are given in Table 11.6.2. Easting 576550 was used as a soft boundary during the estimation in that there are different search orientations but composites were not limited by position relative to easting 576550. Composites of length less than 3.75 were not used in the estimation. The final block lithology was determined by the majority lithotype. The final block grade was determined as the weighted average of the percent of the lithotype, the density of the lithotype and the grade of the lithotype. The final block density was calculated as a weighted average of the percent of the lithotype and the density of the lithotype. Figure 11.6.1 presents cross-sections through the Serra Azul property with block grades and drillholes. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 54 Table 11.6.2: Estimation Parameters (1/2) Group IC Group IF Group IAL (IA + IL) LEM/MLM Step Resource 1 Measured 2 Measured 3 Measured 4 Indicated 5 Inferred 6 Potential Ellipsoid: Bearing 270 Plunge 0 Dip 60 Step Resource 1 Measured 2 Measured 3 Measured 4 Indicated 5 Inferred Ellipsoid: Bearing 270 Plunge 0 Dip 30 Step Resource 1 Measured 2 Measured 3 Indicated 4 Inferred 5 Potential Ellipsoid: Bearing 270 Plunge 0 Dip 30 Ordinary Kriging - Fe (%), SiO2 (%), Al2O3 (%), Mn (%), P (%), LOI (%), CaO (%), MgO (%), MR1 (%) Search Radius Samples Search Major/SemiMajor/Minor Observation Max. per Method Major Max. Vertical Min. Max. DH Octant 130 130 8 24 3 1.25 2 First Variogram Range Octant 325 325 8 24 3 1.25 2 50% Total Variogram Range Ellipsoid 325 325 4 24 3 1.25 2 50% Total Variogram Range Ellipsoid 650 650 4 24 3 1.25 2 Total Variogram Range Ellipsoid 1300 1300 3 24 3 1.25 2 Double Total Variogram Range Ellipsoid 2500 2500 1 24 3 1.25 2 To estimate remaining blocks Search Method Octant Ellipsoid Ellipsoid Ellipsoid Ellipsoid Search Method Octant Ellipsoid Ellipsoid Ellipsoid Ellipsoid Search Radius Max. Vertical Min. 60 60 120 240 2500 60 60 120 240 2500 8 4 4 3 1 Search Radius Max. Vertical Min. 100 100 200 400 2500 100 100 200 400 2500 8 4 4 3 1 Samples Max. per Max. DH 24 3 24 3 24 3 24 3 24 3 Samples Max. per Max. DH 24 3 24 3 24 3 24 3 24 3 Serra Azul_Audit on Resource_162700.12_005_SH Major/SemiMajor Major/Minor 1.25 1.25 1.25 1.25 1.25 3 3 3 3 3 Major/SemiMajor Major/Minor 1.25 1.25 1.25 1.25 1.25 6 6 6 6 6 Observation 50% Total Variogram Range 50% Total Variogram Range Total Variogram Range Double Total Variogram Range Only to estimate all blocks Observation First Variogram Range First Variogram Range Total Variogram Range Double Total Variogram Range Only to estimate all blocks August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 55 Table 11.6.2: Estimation Parameters (2/2) Group IPT Group CGG (CG + CD) Group HM (HF + HC) Step Resource 1 Measured 2 Measured 3 Indicated 4 Inferred 5 Potential Ellipsoid: Bearing 260 Plunge 0 Dip 60 Step Resource 1 Measured 2 Measured 3 Indicated 4 Inferred 5 Potential Ellipsoid: Bearing 260 Plunge 0 Dip 60 Step Resource 1 Measured 2 Measured 3 Indicated 4 Inferred 5 Potential Ellipsoid: Bearing 270 Plunge 0 Dip 30 Search Method Octant Ellipsoid Ellipsoid Ellipsoid Ellipsoid Search Method Octant Ellipsoid Ellipsoid Ellipsoid Ellipsoid Search Method Octant Ellipsoid Ellipsoid Ellipsoid Ellipsoid Search Radius Max. Vertical Min. 125 125 250 500 2500 125 125 250 500 2500 8 4 4 3 1 Search Radius Max. Vertical Min. 100 100 200 400 2500 100 100 200 400 2500 8 4 4 3 1 Search Radius Max. Vertical Min. 60 60 120 240 2500 60 60 120 240 2500 8 4 4 3 1 Samples Max. per Max. DH 24 3 24 3 24 3 24 3 24 3 Samples Max. per Max. DH 24 3 24 3 24 3 24 3 24 3 Samples Max. per Max. DH 24 3 24 3 24 3 24 3 24 3 Major/SemiMajor Major/Minor 2.5 2.5 2.5 2.5 2.5 3 3 3 3 3 Major/SemiMajor Major/Minor 1.25 1.25 1.25 1.25 1.25 6 6 6 6 6 Major/SemiMajor Major/Minor 1.25 1.25 1.25 1.25 1.25 3 3 3 3 3 Observation First Variogram Range First Variogram Range Total Variogram Range Double Total Variogram Range Only to estimate all blocks Observation First Variogram Range First Variogram Range Total Variogram Range Double Total Variogram Range Only to estimate all blocks Observation 50% Total Variogram Range 50% Total Variogram Range Total Variogram Range Double Total Variogram Range Only to estimate all blocks Source: MMX, 2013 LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 56 Figure 11.6.1: Cross-Sections with Geology, Block Model and Drilling Looking East 11.7 Model Validation The block model was validated by the following methods: Visual comparison of the block grades to the composite grades on cross-sections and horizontal sections; Estimation by the Nearest Neighbor methodology and comparison of histograms, scatter plots and QQ plots of kriged and ID2 grades; and Swath plots comparing kriged or ID2 grades with NN grades. The visual examination of the block grades to the composite grades was in general quite good as shown in Figure 11.6.1. Figure 11.7.1 shows histograms of the kriged and nearest neighbor estimates, a scatter plot and a QQ plot of kriged and nearest neighbor Fe grades in the compact itabirite. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 57 Source: MMX, 2013 Figure 11.7.1: Histogram of Block Fe (upper left), Nearest Neighbor Fe (upper right), QQ plot (center) and scatter plot (lower) of Fe in Compact Itabirite LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 58 Swath plots were prepared as north-south and east-west bands 100 m in width and by elevation by 15 m bands and a comparison made to the nearest neighbor grades. The swath plots for iron indicate that the kriged and composites track quite well except, at depth, the kriged grades are higher than the NN grades in the compact itabirite (Figure 11.7.1). LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 59 Source: MMX, 2013 Figure 11.7.2: Swath Plots of Fe in Compact Itabirite by Easting and Elevation LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 60 SRK has also conducted a resource estimation using similar parameters as MMX and has reproduced their results within 2%, which is acceptable. SRK considers that MMX has used good practices in its resource estimation. 11.8 Resource Classification The resources were classified according to CIM classification as Measured, Indicated, or Inferred. The IF, IPT, IAL (IA + IL), CGG (CG + CD) and HM (HF + HC) classification was based on the pass in which the block was estimated as shown in Table 11.6.1. The IC classification followed two steps: blocks were first classified according to the estimation pass and then, because the drillholes are terminated in the compact itabirite (IC) at different elevations, a surface was constructed using the base of the drillholes to limit classification as Measured. Measured blocks are above the surface and the nearest sample used in estimation is less than 200 m from the block. Classification as Indicated required that the nearest composite was within 300 m of the block, and in the western portion where the drilling is shallow, the blocks had to be above a surface that was constructed about 80 m below the base of drilling surface. Blocks were classified as Inferred if they did not meet the Measured or Indicated classification requirements or if estimated in Step 5. Figure 11.8.1 shows cross-sections with classified blocks and the classification surfaces. Figure 11.8.1: Cross-sections with Geology, Block Model Classification and Drilling LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 61 11.9 Mineral Resource Statement The Mineral Resources of the Serra Azul Mine as of April 10, 2013, on a wet tonnage basis are presented in Table 11.9.1. The resources are limited by the DNPM mineral concession boundary and the September 28, 2012 topography. The resources are stated at a cut-off grade of 15%. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 62 Table 11.9.1: Serra Azul Mineral Resource Statement, April 10, 2013, Wet Tonnage Basis Lithology Friable Canga Powdery Itabirite Compact Itabirite Total Resource Tonnage (Mt) Fe (%) SiO2 (%) Al2O3 (%) Mn (%) P (%) LOI (%) CaO (%) MgO (%) Measured Indicated M&I Inferred Measured Indicated M&I Inferred Measured Indicated M&I Inferred Measured Indicated M&I Inferred Measured Indicated M&I Inferred 39.5 50.9 90.4 28.5 0.1 1.7 1.8 5.4 30.5 45.8 76.2 73.7 1025.4 621.7 1647.1 216.5 1095.5 720.0 1815.5 324.0 49.9 47.5 48.5 45.2 58.6 57.1 57.2 55.5 33.2 31.7 32.3 28.2 34.4 32.7 33.7 33.9 34.9 33.7 34.4 33.9 25.3 28.4 27.0 31.0 4.7 5.6 5.6 10.1 44.7 47.6 46.5 52.1 49.6 51.7 50.4 49.3 48.6 49.7 49.0 47.7 1.70 1.81 1.76 1.82 4.71 5.38 5.34 4.48 3.68 3.21 3.40 3.27 0.56 0.63 0.59 0.84 0.69 0.89 0.77 1.54 0.05 0.08 0.06 0.24 0.03 0.04 0.04 0.11 0.51 0.71 0.63 0.80 0.04 0.07 0.05 0.13 0.05 0.11 0.08 0.29 0.046 0.049 0.048 0.057 0.256 0.240 0.241 0.218 0.077 0.078 0.078 0.082 0.022 0.030 0.025 0.032 0.024 0.035 0.029 0.049 1.35 1.38 1.37 1.74 5.66 5.77 5.77 5.05 2.64 2.48 2.54 2.53 0.39 0.57 0.46 0.83 0.49 0.76 0.60 1.37 0.03 0.03 0.03 0.02 0.02 0.02 0.02 0.02 0.03 0.03 0.03 0.03 0.04 0.12 0.07 0.03 0.04 0.11 0.07 0.03 0.06 0.06 0.06 0.06 0.06 0.05 0.06 0.06 0.07 0.08 0.07 0.27 0.07 0.15 0.10 0.07 0.07 0.14 0.09 0.11 Cut-off Grade 15% Fe; tonnes on a wet basis; topography current at September 28, 2012 LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 63 11.10 Mineral Resource Sensitivity Grade tonnage data for Fe and SiO2 are presented in Table 11.10.1 and Figure 11.10.1. Table 11.10.1: Grade Tonnage Data for Fe and SiO2 Resource Measured + Indicated Inferred LEM/MLM Cut-off Fe (%) Mt Fe (%) SiO2 (%) 15 20 22 24 26 28 30 32 34 36 38 40 42 44 46 48 50 52 54 56 58 60 15 20 22 24 26 28 30 32 34 36 38 40 42 44 46 48 50 52 54 56 58 60 1815.5 1811.4 1806.4 1792.2 1750.4 1682.4 1542.8 1253.2 892.3 517.2 291.2 189.1 132.1 95.5 70.9 54.4 42.1 32.5 25.0 17.2 10.6 5.5 324.0 323.4 321.8 308.9 298.3 283.9 249.3 206.0 146.5 81.0 42.2 28.5 24.3 21.8 19.6 17.5 15.5 13.3 9.1 4.6 2.8 1.8 34.4 34.5 34.5 34.6 34.8 35.1 35.7 36.7 38.3 40.6 43.6 46.1 48.3 50.4 52.3 53.9 55.3 56.6 57.7 59.0 60.3 61.6 33.9 34.0 34.0 34.5 34.8 35.2 36.1 37.1 38.8 41.8 46.5 50.1 51.7 52.7 53.6 54.4 55.1 55.7 57.0 59.1 60.6 61.6 49.0 49.0 48.9 48.8 48.5 48.1 47.4 45.9 43.6 39.9 35.2 31.3 27.7 24.5 21.6 19.0 16.6 14.4 12.6 10.6 8.7 7.4 47.7 47.6 47.5 47.1 46.8 46.3 45.2 43.8 41.3 36.5 28.8 22.9 20.3 18.7 17.1 15.7 14.3 13.2 11.9 9.4 8.2 6.8 Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 64 2000 65 1750 60 1500 55 1250 50 1000 45 750 40 500 35 250 30 0 25 Fe % Tonnes (Millions) Fe Grade Tonnage ‐ Measured and Indicated 15 20 22 24 26 28 30 32 34 36 38 40 42 44 46 48 50 52 54 56 58 60 Mt Fe (%) Cut‐off % Fe Fe Grade Tonnage ‐ Inferred 65 350 60 300 55 50 200 45 150 40 Fe % Tonnes (Millions) 250 35 100 30 50 25 0 20 15 20 22 24 26 28 30 32 34 36 38 40 42 44 46 48 50 52 54 56 58 60 Mt Fe (%) Cut‐off % Fe Figure 11.10.1: Grade Tonnage Curves, Iron LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 65 11.11 Exploration Target The exploration target is that material estimated in the final pass or not classified as Measured, Indicated or Inferred. The mineral potential ranges from 10,000 to 40,000 kt at Fe grades between 30% and 40% and includes material classified as canga, detrital canga, powdery itabirite and minor amounts of compact and friable hematite. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 66 12 Adjacent Properties MMX has a contract with Usiminas for production from Pau de Vinho. MMX has performed due diligence on the property and has included data from that property in its resource estimation. SRK has visited the Pau de Vinho property, reviewed the core, discussed geology and mineralization with Usiminas personnel, reviewed drill logs and assay certificates and is of the opinion that the drilling, logging and sample analysis meet industry standards and that it is appropriate to use the data in the resource estimation. SRK further notes that the influence of the Pau de Vinho drilling is limited to the eastern portion of Serra Azul and to within the search distance used in the resource estimation. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 67 13 Interpretation and Conclusions 13.1.1 Exploration MMX has drilled the Serra Azul property on a grid of approximately 100 m x 100 m. The deeper drilling in the compact itabirite is on a wider spaced grid, but is sufficient for resource estimation. MMX has used internationally recognized laboratories for the bulk of the sample analysis. Some of the early samples were analyzed at the AVG laboratory and at the Mine 63 laboratory. SRK has visited both of those laboratories and found that the Mine 63 laboratory was operated in a professional manner and that the AVG laboratory was also operated professionally although it lacked an XRF machine. In any case, the number of samples analyzed at these laboratories is low in respect to the total number of samples. MMX has a standard laboratory QA/QC program in place and reviews the results on a regular basis. It is SRK’s opinion that the drilling, sampling and analysis are conducted according to industry best practices. 13.1.2 Mineral Resource Estimate The mineral resource estimation was conducted by MMX and audited by SRK. It is SRK’s opinion that the estimation has followed industry best practices. Because the iron formation is dipping at about 50⁰ to the southeast, the drillholes in the compact itabirite have not been terminated at a uniform depth or elevation. To limit the classification of Measured and Indicated resources below drillholes, surfaces were constructed at the base of drilling and used in the classification. It is SRK’s opinion that the classification meets CIM guidelines. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 68 14 Recommendations 14.1 Recommended Work Programs SRK recommends that MMX continue to drill deeper holes into the compact itabirite to decrease the sample spacing and increase confidence in the resource. This work could be performed as mining progresses and drilling depth decreases accordingly. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 69 15 References Alkmim F.F., Marshak S (1998). Transamazonian orogeny in the southern São Francisco Craton Region, Minas Gerais, Brazil: evidence for paleoproterozoic collision and collapse in the Quadrilátero Ferrífero. Precambrian Res 90:29–58. Alkmim, F. F.; Chemale JR, F.; Endo, I. (1996). A deformação das coberturas proterozóicas do Cráton do São Francisco. Rem: Revista Escola de Minas, Ouro Preto, v. 48, n. 1, p. 14-31. Alkmim, F.F. and Noce, C.M. (eds.) 2006. The Paleoproterozoic Record of the São Francisco Craton. IGCP 509 Field workshop, Bahia and Minas Gerais, Brazil. Field Guide & Abstracts, 114 p. Almeida, F. F. M., Brito Neves, B. B. & Fuck, R. A. (1981). Brasilian structural province: an introduction. Earth. Sci. Rev., 17: 1-29. Dorr, J.V.N.II, Herz. N., Barbosa, A.L.M. and Simmons, G.C., (1961).Outline of the Geology of the Quadrilátero Ferrífero, Minas Gerais, Brazil. Brasil, Departamento Nacional da Produção Mineral. Publicação Especial 1, 120p. Rio de Janeiro Dorr, J.V.N. (1969). Physiographic, Stratigraphic and Structural Development of the Quadrilatero Ferrifero, Minas Gerais, Brazil: US Geol Survey Professional Paper 641A Eichler, J. (1964). Die eisenerzlargerstatte Córrego do Feijão, Minas Gerais, Brasillian, 46 p. Endo, I.; Machado, R. (1997). Regimes Tectônicos no Segmento Meridional do Cráton do São Francisco: Quadrilátero Ferrífero e Áreas Adjacentes, Minas Gerais. In: Simpósio de Geologia de Minas Gerais, 1997, Ouro preto. Anais do IX Simpósio de Geologia de Minas Gerais. Belo Horizonte: SBG/NÚCLEO Minas Gerais, 1997. p. 58-59. Endo, I., Oliveira, A.H., and Peres, G.G. (2005). Estratigraía e Arcabouḉo Estrutural da região da junḉão serra do Curral – synclinal Modea, Quadrilatero Ferrifero, MG, 58p; relatorio interno. Guild P.W. (1957). Geology and mineral resources of the Congonhas do Campo District, Minas Gerais, Brazil. US Geol Surv Prof Paper, 90p. Jordt-Evangelista, H.; Alkmim, F. F.; Marshak, S. (1992). Metamorfismo Progressivo e a Ocorrencia dos Tres Polimorfos de Al2Sio5 (Cianita, Andaluzita e Silimanita) na Formação Sabara em Ibirite, Quadrilatero Ferrifero, MG. REM - revista da escola de minas, Ouro Preto, v. 45, n. 12, p. 157-160. Libaneo & Libaneo Ltda. (2011). Relatório Da Campanha 2010/2011 De Ensaios De Densidade Aparente Das Minas Ipê E Tico-Tico Da Mmx-Mineração E Metálicos S.A., 31 p. Marshak S. & Alkmim F.F. (1989). Proterozoic contraction/extension tectonics of the southern São Francisco region, Minas Gerais, Brazil. Tectonics, 8:555-571. Marshak S., Alkmim F.F. and Jordt-Evangelista, H. 1992. Proterozoic Crustal Extension and the Generation of Dome-and-Keel Structure in an Archean Granite-Green-stone Terrane. Nature 357: 491-493. MMX (2009), Geology and Geological Modeling of the Serra Azul Complex, March 2009, Unpublished internal report. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 70 MMX, (2010), Various documents for resource audit. MMX (2013). Resource SA 2042013_V1.ppt., April 10, 2013, 142 p. Oliveira, N. V. de; Endo, I. ; Oliveira, L. G. S. de (2005). Geomteria do Sinclinal Gandarela Baseada na Deconvolução Euler 2D E 3D - Quadrilátero Ferrifero (MG). Revista Brasileira de Geofísica, v. 23, p. 221-232. Pires, F. R. M. (1979). Tectonic Regimes Of The Quadrilatero Ferrifero, Mg. In: I Simp. Geol. do Craton S. Francisco e suas Faixas Marginais. p. 0-0. Renger F.E., Noce C.M., Romano A.W., Machado N. (1994). Evolução sedimentar do Supergrupo Minas: 500 Ma de registro geológico no Quadrilátero Ferrífero, Minas Gerais, Brasil. Geonomos, 2:1-11. Rizzini, C.T. (1979). Tratado de fitogeografia do Brasil. Vol. 2. São Paulo: Edusp. Romano, A. W. (1989). Evolution Tectonique de la Region nord-ouest du Quadrilatere Ferrifere Minas Gerais - Bresil (Geocronologie du Socle - Aspects Geochimiques et Petrographiques des Supergroupes Rio das Velhas et Minas). U.E.R. Geosciences et Materiaux, Universite de Nancy I, França, Tese de Doutoramento, 259p. Rosiere, C. A., Siemes, H. Quade, H., Brokmeier, H.., Jansen, E. (2001). Microstructures, textures and deformation mechanisms in hematite. Journal of Structural Geology, Amsterdam, v. 23, n. 8, p. 1429-1440. Rosiere, C. A., Spier, C.A., Rios, F.J. and Suckau, V. E. (2008). The itabirite from the Quadrilátero Ferrífero and related high-grade ores: an overview. Reviews in Economic Geology, v. 15, p. 223-254. Simmons,G. C. (1968). Geology and Iron Deposits of the Western Serra do Curral, Minas Gerais, Brazil. USGS/DNPM Professional Paper, 341 (G):1-53. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 71 16 Glossary 16.1 Mineral Resources The mineral resources and mineral reserves have been classified according to the “CIM Standards on Mineral Resources and Reserves: Definitions and Guidelines” (November 27, 2010). Accordingly, the Resources have been classified as Measured, Indicated or Inferred, the Reserves have been classified as Proven, and Probable based on the Measured and Indicated Resources as defined below. A Mineral Resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. An ‘Inferred Mineral Resource’ is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes. An ‘Indicated Mineral Resource’ is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes that are spaced closely enough for geological and grade continuity to be reasonably assumed. A ‘Measured Mineral Resource’ is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes that are spaced closely enough to confirm both geological and grade continuity. 16.2 Mineral Reserves A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined. A ‘Probable Mineral Reserve’ is the economically mineable part of an Indicated, and in some circumstances a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 72 Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A ‘Proven Mineral Reserve’ is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified. 16.3 Definition of Terms The following general mining terms may be used in this report. Table 25.3.1: Definition of Terms Term Assay Capital Expenditure Composite Concentrate Crushing Cut-off Grade (CoG) Dilution Dip Fault Footwall Gangue Grade Hanging wall Haulage Hydrocyclone Igneous Kriging Level Lithological LoM Plans LRP Material Properties Milling Mineral/Mining Lease Mining Assets Ongoing Capital Ore Reserve Pillar RoM Sedimentary Shaft LEM/MLM Definition The chemical analysis of mineral samples to determine the metal content. All other expenditures not classified as operating costs. Combining more than one sample result to give an average result over a larger distance. A metal-rich product resulting from a mineral enrichment process such as gravity concentration or flotation, in which most of the desired mineral has been separated from the waste material in the ore. Initial process of reducing ore particle size to render it more amenable for further processing. The grade of mineralized rock, which determines as to whether or not it is economic to recover its gold content by further concentration. Waste, which is unavoidably mined with ore. Angle of inclination of a geological feature/rock from the horizontal. The surface of a fracture along which movement has occurred. The underlying side of an orebody or stope. Non-valuable components of the ore. The measure of concentration of gold within mineralized rock. The overlying side of an orebody or slope. A horizontal underground excavation which is used to transport mined ore. A process whereby material is graded according to size by exploiting centrifugal forces of particulate materials. Primary crystalline rock formed by the solidification of magma. An interpolation method of assigning values from samples to blocks that minimizes the estimation error. Horizontal tunnel the primary purpose is the transportation of personnel and materials. Geological description pertaining to different rock types. Life-of-Mine plans. Long Range Plan. Mine properties. A general term used to describe the process in which the ore is crushed and ground and subjected to physical or chemical treatment to extract the valuable metals to a concentrate or finished product. A lease area for which mineral rights are held. The Material Properties and Significant Exploration Properties. Capital estimates of a routine nature, which is necessary for sustaining operations. See Mineral Reserve. Rock left behind to help support the excavations in an underground mine. Run-of-Mine. Pertaining to rocks formed by the accumulation of sediments, formed by the erosion of other rocks. An opening cut downwards from the surface for transporting personnel, equipment, supplies, ore and waste. Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Term Sill Smelting Stope Stratigraphy Strike Sulfide Tailings Thickening Total Expenditure Variogram Page 73 Definition A thin, tabular, horizontal to sub-horizontal body of igneous rock formed by the injection of magma into planar zones of weakness. A high temperature pyrometallurgical operation conducted in a furnace, in which the valuable metal is collected to a molten matte or doré phase and separated from the gangue components that accumulate in a less dense molten slag phase. Underground void created by mining. The study of stratified rocks in terms of time and space. Direction of line formed by the intersection of strata surfaces with the horizontal plane, always perpendicular to the dip direction. A sulfur bearing mineral. Finely ground waste rock from which valuable minerals or metals have been extracted. The process of concentrating solid particles in suspension. All expenditures including those of an operating and capital nature. A statistical representation of the characteristics (usually grade). 16.4 Abbreviations The following abbreviations may be used in this report. Table 25.4.1: Abbreviations Abbreviation % ° °C A AA Al2O3 BIF CoG cm cm2 cm3 dia. DNPM Fe g ha IC ID2 ID3 kg km km2 kt L LOI LoM m m2 m3 masl mm mm2 mm3 Mn LEM/MLM Unit or Term percent degree (degrees) degrees Centigrade ampere atomic absorption alumina banded iron formation cut-off grade centimeter square centimeter cubic centimeter diameter Brazil’s National Department of Mineral Production iron gram hectares compact itabirite inverse-distance squared inverse-distance cubed kilograms kilometer square kilometer thousand tonnes liter Loss On Ignition Life-of-Mine meter square meter cubic meter meters above sea level millimeter square millimeter cubic millimeter manganese Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Abbreviation MR1 Mt m.y. NI 43-101 NN P PAE ppb ppm QA/QC RC RoM RQD sec SG SiO2 t USGS µm XRF y LEM/MLM Page 74 Unit or Term mass recovery of lump ore fraction million tonnes million years Canadian National Instrument 43-101 Nearest neighbor phosphorous Plano de Aproveitamento Econômico or Economic Exploitation Plan parts per billion parts per million Quality Assurance/Quality Control rotary circulation drilling Run-of-Mine Rock Quality Description second specific gravity silica tonne (metric ton) (2,204.6 pounds) United States Geological Survey micron or microns x-ray fluorescense year Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013 SRK Consulting (U.S.), Inc. Audit of the Resources of the Serra Azul Iron Ore Mine Page 75 17 Date and Signature Page Signed on this 5th day of August, 2012 Leah Mach, M.Sc. Geology, CPG Reviewed by This signature was scanned for the exclusive use in this document with the author’s approval; any other use is not authorized. Matthew Hastings, M.Sc. Geology All data used as source material plus the text, tables, figures, and attachments of this document have been reviewed and prepared in accordance with generally accepted industry practices. LEM/MLM Serra Azul_Audit on Resource_162700.12_005_SH August 5, 2013