CCX CARVÃO DA COLÔMBIA S.A. MATERIAL FACT
Rio de Janeiro, October 1st, 2015: CCX Carvão da Colômbia S.A. ('CCX' or the 'Company') (BM&FBovespa: CCXC3), in compliance with article 157, paragraph 4 of Brazilian Law No. 6.404/76 and Brazilian Securities Exchange Commission ('CVM') Rule number 358/02, hereby informs its shareholders and the Market in general that, regarding the Asset Purchase Agreement executed between CCX Colombia S.A. ('CCX Colombia') and YCCX Colombia S.A.S. ('Yildirim') related to the mining projects of the open pit Cañaverales and Papayal and the underground mining project of San Juan ('APA' and 'Transaction'), THE Company, as it was previously informed, complied with the main precedent conditions to the closing of the Transaction set forth in the APA - remaining only a few less important precedent conditions, which fulfillment
depend on YCCX's actions, in accordance with the previous correspondence sent by the Company to YCCX (on September 25th, 28th, 29th and 30th, 2015) and should not impact the closing of the Transaction -, so that the final measures for the formalization of the closing of the Transaction could be taken. For that purpose, the Company sent a correspondence inviting YCCX to the closing of the Transaction and requesting proof
of the financial capacity of YCCX for the payment of the remaining balance of the price set forth in the APA.
However, on this date, the Company received a correspondence from YCCX - in response to the letter previously sent by the Company -, in which YCCX argues for the termination of the APA and, in that case, for the reimbursement of the part or the purchase price previously paid, due to the alleged non-fulfillment by the Company of a few conditions precedent set forth therein.
The Company refutes YCCX's allegations, having taken all the measures available to comply with the precedent conditions set forth in the APA and to proceed with the closing. The Company clarifies that minor and intangible conditions precedent that were possibly not complied with, depend on actions of YCCX, who is obliged to do so by the APA. The Company does not recognize the legal argument adopted by YCCX, which does not accounts for the status of conditions precedent stablished in the APA, neither for the necessity of measures from YCCX, and clarifies that will take the applicable measures to seek compelling YCCX into the closing of the Transaction, with the corresponding payment of the remaining balance of the purchase price set forth in the APA.
A Board of Directors' Meeting will be summoned to occur as soon as possible, with the objective of discussing possible solutions and next steps to be adopted. The Company will keep the market and its shareholders informed.
Gunnar Gonzalez Pimentel
Chief Executive and Investors Relations Officer
IR CCX:
E-mail: ri.ccx@ccx.com.br Website: www.ccx.com.co/ri
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