VANCOUVER, Oct. 24, 2018 /PRNewswire/ - Nevsun Resources
Ltd. (TSX:NSU) (NYSE AMERICAN: NSU) ("Nevsun" or the "Company")
today announced that it has been advised by Zijin Mining Group Co.
Ltd. (SH:601899, SEHK:2899) ("Zijin") that Zijin has received one
of the three required regulatory approvals from the People's Republic of China ("PRC") and has
received Canadian Competition Act clearance for Zijin's proposed
friendly takeover bid of Nevsun (the "Offer").
The PRC approval received is from the PRC's National Development
and Reform Commission ("NDRC"). The second PRC approval from
the Ministry of Commerce ("MOFCOM") is still pending. Once these
two PRC regulatory approvals are in hand, Zijin will submit, as
soon as practicable, an application to the State Administration of
Foreign Exchange ("SAFE") for the third and final PRC regulatory
approval required as a condition of the Offer.
As previously disclosed, Zijin's Offer for Nevsun is all cash
consideration of C$6.00 per Nevsun
share representing a premium of 57% over Nevsun's unaffected
closing price of C$3.82 on
May 7, 2018, the day Lundin Mining
Corporation ("Lundin") first publicly announced its intention to
acquire Nevsun. In addition, the Zijin Offer is C$1.25 per Nevsun share, or 26%, more than the
C$4.75 per share hostile take-over
bid for Nevsun launched by Lundin on July
26, 2018.
The transaction is also subject to approval under the Investment
Canada Act and customary closing conditions. The Zijin Offer is not
subject to any financing conditions. Nevsun will continue to work
with Zijin to complete the transaction and will keep shareholders
updated as conditions of the Offer are met.
The Nevsun and Zijin circulars are available under Nevsun's
profile on SEDAR at www.sedar.com, with the United States
Securities and Exchange Commission at www.sec.gov, and on Nevsun's
website at www.nevsun.com. Nevsun's Board of Directors continues to
recommend that Nevsun shareholders ACCEPT the Zijin offer by
tendering their shares as noted in the Zijin circular and continue
to REJECT the hostile take-over bid launched by Lundin and NOT
tender their shares to the Lundin offer, which will expire on
November 9, 2018.
Advisors
Counsel for Nevsun's Special Committee is Borden Ladner Gervais
LLP, and its independent financial advisor is Citi. Counsel for the
Company is Blake, Cassels & Graydon LLP and U.S. counsel is
Gibson, Dunn & Crutcher LLP. The Company's financial advisor is
BMO Capital Markets.
About Nevsun Resources Ltd.
Nevsun Resources Ltd. is the 100% owner of the high-grade
copper-gold Timok Upper Zone and 60.4% owner of the Timok Lower
Zone in Serbia. The Timok Lower Zone is a joint venture with
Freeport-McMoRan Exploration Corporation ("Freeport") which
currently owns 39.6% and upon completion of any feasibility study
(on the Upper or Lower Zone), Nevsun Resources Ltd. will own 46%
and Freeport will own 54%. Nevsun
generates cash flow from its 60% owned copper-zinc Bisha Mine in
Eritrea. Nevsun is well positioned with a strong debt-free
balance sheet to grow shareholder value through advancing Timok to
production.
About Zijin Mining Group Co. Ltd.
Formed in 1993,
Zijin is based in Fujian, China
and is a leading global mining company specializing in gold,
copper, zinc and other mineral resource exploration and
development. It manages an extensive portfolio, primarily
consisting of gold, copper, zinc, and other metals through
investments in China and overseas
across nine countries. Listed on the Shanghai Stock Exchange and
the Hong Kong Stock Exchange, Zijin has a market capitalization of
approximately US$10 billion.
Forward Looking Statements
The above contains certain statements that are deemed
forward-looking statements or forward-looking information within
the meaning of the United States Private Securities Litigation
Reform Act of 1995, and applicable Canadian securities laws.
Forward-looking statements are frequently, but not always,
identified by words such as "expects", "anticipates", "believes",
"hopes", "intends", "estimated", "potential", "possible" and
similar expressions, or statements that events, conditions or
results "will", "may", "could" or "should" occur or be achieved.
Forward-looking statements are statements concerning the Company's
current beliefs, plans and expectations about the future, including
but not limited to statements and information about the Offer to
purchase all of the shares of Nevsun and the terms and conditions
of the Offer including Zijin securing financing, regulatory
approvals being obtained, other transaction conditions being
satisfied and estimated timing for completion of a transaction with
Zijin, the business, prospects and future activities of, and
developments related to the Company, goals, strategies, future
growth and other events or conditions that may occur in the future,
and are inherently uncertain. The actual achievements of the
Company or other future events or conditions may differ materially
from those reflected in the forward-looking statements due to a
variety of risks, uncertainties and other factors, including,
without limitation, the risks more fully described in the Company's
Annual Information Form for the fiscal year ended December 31, 2017 (the "AIF") and the Company's
management discussion and analysis for the fiscal year ended
December 31, 2017 (the "MD&A"),
which are incorporated herein by reference. The Company's
forward-looking statements are based on the beliefs, expectations
and opinions of management on the date the statements are made and
the Company assumes no obligation to update such forward-looking
statements in the future, except as required by law. For the
reasons set forth above, investors should not place undue reliance
on the Company's forward-looking statements. Further information
concerning risks and uncertainties associated with these
forward-looking statements and our business can be found in our AIF
and MD&A, which are available on the Company's website
(www.nevsun.com), filed under our profile on SEDAR (www.sedar.com)
and on EDGAR (www.sec.gov) under cover of Form 40-F.
NEVSUN RESOURCES LTD.
"Peter Kukielski"
Peter Kukielski
President & Chief Executive Officer
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SOURCE Nevsun Resources Ltd.