Zijin Announces Compulsory Acquisition of Remaining Nevsun Shares
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(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 2899)
VANCOUVER, Jan. 11, 2019 - Zijin Mining Group Co. Ltd. (SH: 601899) (SEHK: 2899) ("Zijin") today announced that following the take-up and payment of 286,347,562 common shares ("Nevsun Shares") of Nevsun Resources Ltd. ("Nevsun") pursuant to the previously announced offer by Zijin's wholly-owned subsidiary, 1178180 B.C. Ltd. (the "Offeror"), to purchase all of the issued and outstanding Nevsun Shares (the "Offer"), the Offeror has mailed today a notice of compulsory acquisition (the "Notice of Compulsory Acquisition") to all the Remaining Shareholders (as defined below) in accordance with the compulsory acquisition provisions in the Business Corporations Act (British Columbia) ("BCBCA") (the "Compulsory Acquisition").
Under the terms of the Compulsory Acquisition, and subject to the terms of the BCBCA, the holders of all the remaining Nevsun Shares not currently owned by, or by a nominee for, the Offeror or its affiliates ("Remaining Shareholders") will be entitled to receive the same consideration per share as paid under the Offer, being C$6.00 in cash per Nevsun share. Further details are provided in the Notice of Compulsory Acquisition, filed under the Nevsun's profile on SEDAR at www.sedar.com.
In order to receive payment for their Nevsun Shares, Remaining Shareholders must submit the letter of transmittal circulated with the Notice of Compulsory Acquisition along with all certificate(s) and/or DRS Statement(s) representing their Nevsun Shares to Computershare Trust Company of Canada. The Offeror intends to pay the cash consideration for the remaining Nevsun Shares on or about March 12, 2019. Remaining Shareholders are requested to complete and return the letter of transmittal before March 12, 2019.
Nevsun Shares are expected to be delisted from the Toronto Stock Exchange and the New York Stock Exchange American on or about March 8, 2019.
Forward Looking Statements
Certain statements and information in this press release, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to the anticipated completion of a compulsory acquisition. Often, but not always, forward-looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "projects", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements include statements relating to timing of payment of cash consideration to the Remaining Shareholders, timing of the delisting from the Toronto Stock Exchange and the New York Stock Exchange American or Nevsun's future ownership of the Timok Lower Zone. With respect to forward-looking statements and information contained in this press release, there can be no assurance that any forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These risks and uncertainties include, but are not limited to, such things as changes in general economic conditions in Canada and elsewhere and new laws and regulations (domestic and foreign). While Zijin may elect to update the forward-looking statements at any time, Zijin does not undertake to update them at any particular time or in response to any particular event, other than as may be required by applicable securities laws. Investors and others should not assume that any forward-looking statement in this press release represent Zijin's estimate as of any date other than the date of this press release.
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%. 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 Resources Ltd.
1750 - 1066 West Hastings Street
Vancouver, BC V6E 3X1
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.
Zijin Mining Group Co. Ltd.
No. 1 Zijin Road, Shanghang County,
Fujian Province, China
As at the date of this announcement, the Board of Directors of the Company comprises Messrs. Chen Jinghe (Chairman), Lan Fusheng, Zou Laichang, Lin Hongfu, Fang Qixue, and Ms. Lin Hongying as executive directors, Mister. Li Jian as non-executive director, and Messrs. Lu Shihua, Zhu Guang, Sit Hoi Wah, Kenneth, and Cai Meifeng as independent non-executive directors.
By Order of the Board of Directors
Zijin Mining Group Co. Ltd..*
11 January 2019, Fujian, the PRC
* The Company's English name is for identification purpose only
SOURCE Zijin Mining Group Co. Ltd.