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NEXA RESOURCES S.A.
OFFER TO PURCHASE FOR CASH The 2027 Tender Offer (as defined herein) will expire at 5:00 p.m., New York City time, on April 5, 2024, unless extended or earlier terminated as described herein (such time and date, as may be extended, the “2027 Expiration Date”). 2027 Holders (as defined herein) must validly tender (and not validly withdraw) their 2027 Notes (as defined herein), or deliver a properly completed and duly executed notice of guaranteed delivery (the “Notice of Guaranteed Delivery”), at or prior to the 2027 Expiration Date to be eligible to receive the 2027 Consideration (as defined herein), plus Accrued Interest (as defined herein). Validly tendered 2027 Notes may be validly withdrawn at any time at or prior to the 2027 Expiration Date, unless extended or earlier terminated as described below, but not thereafter. The 2028 Tender Offer (as defined herein) will expire at 5:00 p.m., New York City time, on April 29, 2024, unless extended (such time and date, as it may be extended, the “2028 Expiration Date”). 2028 Holders (as defined herein) who validly tender (and do not validly withdraw) their 2028 Notes (as defined herein) at or prior to 5:00 p.m., New York City time, on April 12, 2024, unless extended by us (such time and date, as it may be extended, the “2028 Early Tender Date”), in the manner described herein will be eligible to receive the 2028 Total Consideration (as defined herein), which includes the 2028 Early Tender Payment of US$30.00 for each US$1,000.00 principal amount of 2028 Notes, plus Accrued Interest. 2028 Holders who validly tender 2028 Notes after the 2028 Early Tender Date but at or prior to the 2028 Expiration Date in the manner described herein will not be eligible to receive the 2028 Early Tender Payment and will therefore only be eligible to receive the 2028 Tender Offer Consideration (as defined herein), plus Accrued Interest. 2028 Notes that have been validly tendered pursuant to the 2028 Tender Offer may be validly withdrawn prior to the 2028 Expiration Date but not thereafter except as may be required by applicable law (as determined by us). There is no guaranteed delivery mechanism provided for the 2028 Tender Offer.
(1) The amount to be paid for each US$1,000.00 principal amount of the applicable Notes (as defined herein) validly tendered and accepted for purchase. The 2028 Tender Offer Consideration includes a 2028 Early Tender Payment of US$30.00 for each US$1,000.00 principal amount of 2028 Notes due to Holders of the 2028 Notes who validly tender 2028 Notes on or prior to the 2028 Early Tender Date. Holders of 2028 Notes who validly tender 2028 Notes after the 2028 Early Tender Date but at or prior to the 2028 Expiration Date will only be eligible to receive the 2028 Tender Offer Consideration of US$990.00. In addition, Accrued Interest (as defined herein) will be paid in each case. (2) Equals (1) US$600.00 million less (2) the aggregate amount 2027 Holders are entitled to receive for the 2027 Notes validly tendered and accepted for purchase pursuant to the 2027 Tender Offer, including the payment of any premiums, Accrued Interest (as defined herein) and costs and expenses incurred in connection therewith. To view copies of the Offer to Purchase documents please click on the links below To obtain additional copies of the Offer to Purchase, please contact the Tender and Information Agent. The Information Agent and Tender Agent for the Tender Offer is:
Any questions or requests for assistance or additional copies of this Offer to Purchase and the Notice of Guaranteed Delivery may be directed to the Tender and Information Agent at its telephone number or address set forth above. Any questions related to the terms of the Tender Offers may be directed to the Dealer Managers. The Dealer Managers for the Tender Offers are:
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