VANCOUVER and FUJIAN,
China, Dec.
17, 2018 /PRNewswire/ - Nevsun Resources Ltd. (TSX: NSU)
(NYSE AMERICAN: NSU) ("Nevsun" or the "Company") and Zijin Mining
Group Co. Ltd. (SH:601899, SEHK:2899) ("Zijin") wish to remind
shareholders of Nevsun Resources Ltd. ("Nevsun") to tender their
Nevsun shares to Zijin's offer to purchase all of the issued and
outstanding Nevsun shares for C$6.00
per share (the "Offer"). The Offer expires at 5:00 p.m. (Toronto time) on December 28, 2018 (the "Expiry Time").
The Board of Directors of Nevsun continues to recommend that
Nevsun shareholders ACCEPT the Offer by tendering their shares in
accordance with the following instructions.
How to tender to the Offer:
Registered Nevsun shareholders who wish to accept
the Offer must properly complete and execute the Letter of
Transmittal (printed on pink paper) accompanying the Zijin takeover
bid circular, and deposit it, together with certificate(s) or DRS
Statement(s) representing their Nevsun shares at or prior to the
Expiry Time at the office of Computershare Trust Company of
Canada at 100 University Avenue,
Toronto, Ontario, M5J 2Y1, as
further described in the Letter of Transmittal.
Detailed rules and instructions are contained in the Letter of
Transmittal. Alternatively, Nevsun shareholders may follow the
procedure for guaranteed delivery described in section three of the
Zijin takeover bid circular, "Manner of Acceptance – Procedure for
Guaranteed Delivery", using the Notice of Guaranteed Delivery
(printed on green paper).
Beneficial Nevsun shareholders whose Nevsun shares
are held in an account with a broker, investment dealer, bank,
trust company or other Intermediary should contact their
representative if they wish to accept the Offer and instruct their
representative to tender their shares to the Offer. Intermediaries
may establish tendering cut-off times that are up to 48 hours prior
to the Expiry Time. As a result, beneficial shareholders wishing to
tender their Nevsun shares should promptly and carefully follow the
instructions provided to them by their broker, investment dealer,
bank, trust company or other intermediary.
Reasons to Tender to Offer
As described in more detail in Zijin's takeover bid circular and
Nevsun's directors' circular, the reasons for the Nevsun Board of
Directors' unanimous recommendation that Nevsun shareholders ACCEPT
the Offer include:
- The Offer recognizes the fundamental and strategic value of
Nevsun's unique portfolio of producing and development assets,
underpinned by the world-class Timok deposit;
- The Offer represents an attractive premium;
- The Offer provides certainty and immediate liquidity to Nevsun
Shareholders;
- The Offer is the result of a comprehensive, competitive and
global process undertaken to maximize shareholder value and is the
most attractive alternative available to Nevsun and Nevsun
Shareholders;
- Zijin is a leading global mining company with a track record of
executing strategic mining transactions worldwide, including with
respect to assets in Serbia;
- The Nevsun Board and the Special Committee received separate
opinions, dated September 4, 2018,
from their respective financial advisors, BMO Nesbitt Burns Inc.
and Citigroup Global Markets Inc. as to the fairness, from a
financial point of view and as of the date of such opinions, to
holders of Nevsun Shares (other than Zijin, and its affiliates) of
the C$6.00 per Nevsun Share cash
consideration offered pursuant to the Offer; and
- The Offer is supported by Nevsun's directors and officers;
Shareholders are invited to contact the D.F. King at
1-866-822-1238 toll free in North
America or 1-212-771-1133 outside of North America or inquiries@dfking.com for
further information regarding how to tender their Nevsun shares to
the Offer.
Cautionary Statement Respecting the Offer
THE
TAKE-OVER BID CIRCULAR AND THE DIRECTORS' CIRCULAR CONTAIN
IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN THEIR
ENTIRETY BY NEVSUN'S SHAREHOLDERS. NEVSUN'S SHAREHOLDERS MAY
OBTAIN, AT NO CHARGE, A COPY OF THE TAKE-OVER BID CIRCULAR,
DIRECTORS' CIRCULAR, AND VARIOUS ASSOCIATED DOCUMENTS UNDER
NEVSUN'S PROFILE ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND
RETRIEVAL (SEDAR) AT WWW.SEDAR.COM AND ON THE SECURITIES AND
EXCHANGE COMMISSION (SEC) WEBSITE AT WWW.SEC.GOV. NEVSUN'S
SHAREHOLDERS ARE URGED TO READ SUCH MATERIALS AS THEY CONTAIN
IMPORTANT INFORMATION THAT NEVSUN SHAREHOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFER. THIS
ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE,
OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL, OTHERWISE DISPOSE OF OR
ISSUE, OR ANY OTHER SOLICITATION OF ANY OFFER TO SELL, OTHERWISE
DISPOSE OF, ISSUE, PURCHASE, OTHERWISE ACQUIRE OR SUBSCRIBE FOR ANY
SECURITY. THE OFFER WAS NOT MADE IN, NOR WILL DEPOSITS OF
SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH
THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH
THE LAWS OF SUCH JURISDICTION. HOWEVER, ZIJIN MINING MAY, IN ITS
SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND
THE OFFER IN ANY SUCH JURISDICTION.
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.
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.
NEVSUN RESOURCES LTD.
"Peter Kukielski"
Peter Kukielski
President & Chief Executive Officer
ZIJIN MINING GROUP CO. LTD.
Lan Fusheng
President & Vice Chairman
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SOURCE Nevsun Resources Ltd.