DBRS Rates Vale Overseas Shelf Prospectus at BBB (high)

DBRS has today assigned a rating of BBB (high) to a shelf prospectus filed November 3, 2009, by Vale Overseas Limited (Vale Overseas), a wholly owned finance subsidiary of Vale S.A. (Vale or the Company) with the U.S. Securities and Exchange Commission. Debt securities to be offered by way of the prospectus are to be guaranteed by Vale.

As ratings are subject to change, subsequent determination of the debt ratings of Vale Overseas or Vale will be provided by DBRS as debt securities are issued under this shelf prospectus or in response to material changes in the business and or financial profiles of the Company or Vale Overseas.

The debt securities to be issued under this shelf prospectus, unless otherwise indicated in any applicable prospectus supplement, will be unsecured obligations and rank pari passu with all other unsecured and unsubordinated indebtedness of Vale Overseas.

When Vale Overseas sells a series of debt securities under the shelf and related supplementary prospectuses, Vale will execute and deliver a guaranty of that series of debt securities under the Vale Overseas indenture. Pursuant to any guaranty, Vale will irrevocably and unconditionally agree, upon the failure of Vale Overseas to make the required payments under the applicable series of debt securities and the Vale Overseas indenture, to make any required payment. The amount to be paid by Vale under the guaranty will be an amount equal to the amount of the payment Vale Overseas fails to make. The guarantees provided by Vale will rank equally with all other unsecured and unsubordinated indebtedness of Vale.

It is expected Vale Overseas will issue debt securities guaranteed by Vale under an amended and restated indenture, dated as of November 21, 2006, among Vale Overseas and Vale, with The Bank of New York as trustee, unless otherwise provided for in the applicable prospectus supplement.

Vale Overseas intends to lend the net proceeds from the sale of any debt securities issued under the shelf to Vale or a Vale subsidiary or affiliate and Vale is expected to use the net proceeds from the sale of the debt securities for general corporate purposes. Any change in intended use of proceeds is expected to be documented in the supplementary prospectus related to the particular debt security being issued.

Vale is one of the largest diversified mining companies in the world and is the world’s largest producer of iron ore and the second largest producer of nickel. Vale’s large reserve base and low production costs underpin a strong business profile. DBRS believes that Vale’s strong business profile and solid financial metrics have allowed it to withstand the 2008–2009 downturn in commodity prices while maintaining a number of growth projects, albeit on an extended development schedule. Over the long term, DBRS believes that Vale should benefit from the economic recovery and a growing demand for minerals as growth in lesser developed countries continues.

Notes:
All figures are in U.S. dollars unless otherwise noted.

The applicable methodology is Rating Mining, which can be found on our website under Methodologies.

This is a Corporate rating.