Lundin Mining Corporation (TSX:LUN) entered into a definitive agreement to acquire Josemaria Resources Inc. (TSX:JOSE) from Lorito Holdings S.à R.L., Zebra Holdings And Investments S.à R.L. and others for approximately CAD 630 million on December 19, 2021. Under the terms of the Transaction, Josemaria Resources shareholders may elect to receive in exchange for each Josemaria Resources common share, 0.1487 of a common share of Lundin Mining or CAD 1.60 cash or any combination thereof issuable to all Josemaria Resources shareholders. The consideration will be subject to a total maximum cash consideration of approximately CAD 183 million and a total maximum share consideration of approximately 39.7 million Lundin Mining Shares, equating to 30% of the transaction consideration payable in cash and 70% of the transaction consideration payable in Lundin Mining Shares, respectively. If a termination fee event occurs, the Josemaria Resources shall pay to the Lundin Mining a termination fee of CAD 20 million. Following completion of the Transaction, the Josemaria Shares will be delisted from the Toronto Stock Exchange and Nasdaq Stockholm.

The transaction will be effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act and will require approval by (i) 66% of the votes cast by Josemaria Resources shareholders. The transaction is subject to regulatory approvals, including but not limited to TSX, Nasdaq Stockholm's admission to trading of the new Lundin Mining and the approval and registration of the Swedish Financial Supervisory Authority of a Swedish prospectus prepared by Lundin Mining, and the satisfaction of customary closing conditions, in addition to Josemaria Resources shareholder and court approval. The transaction has been unanimously approved by the Board of Directors of each of Lundin Mining and Josemaria Resources. The special committee of independent directors of Lundin Mining unanimously recommended that the Board of Directors of Lundin Mining approve the transaction and the entering into of the arrangement agreement. The special committee of independent directors of Josemaria Resources unanimously recommended that the Board of Directors of Josemaria Resources approve the transaction and the entering into of the arrangement agreement and recommend to the shareholders of Josemaria Resources to vote in favour of the transaction. As of March 10, 2022, Josemaria Resources obtained an interim order from the Supreme Court of British Columbia authorizing the holding of the shareholders meeting and matters relating to the conduct of the shareholders meeting. As of March 16, 2022, the shareholders meeting of Josemaria Resources is scheduled on April 21, 2022. As of March 24, 2022, Lundin Mining's Swedish prospectus for the proposed offer of new common shares of Lundin Mining to the shareholders of Josemaria Resources has been approved. On April 11, 2022, Josemaria Resources Inc. is pleased to announce that Institutional Shareholder Services Inc. and Glass, Lewis & Co., two leading independent proxy advisory firms, have recommended that the securityholders of Josemaria vote “FOR” the special resolution to approve the proposed plan of arrangement with Lundin Mining Corporation. As of April 21, 2022, Josemaria Securityholders approved the transaction. The Court hearing for the final order to approve the Arrangement is scheduled to take place on April 26, 2022. As on April 26, 2022, Josemaria Resources has obtained a final order from the Supreme Court of British Columbia. The transaction is expected to close early in the second quarter of 2022. As of February 17, 2022, the transaction is expected to close in the second quarter of 2022. As of March 24, 2022, the transaction is expected to close on or around April 28, 2022.

Morgan Stanley acted as financial advisor and fairness opinion provider and Andrew Hastings, Mark Bennett, Alex Iliopoulos, Douglas Richardson, Laurie Jessome, Davit Akman and Jennifer Wasylyk of Cassels Brock & Blackwell LLP acted as legal advisors to Lundin Mining. TD Securities Inc. acted as financial advisor and fairness opinion provider and Brad Freelan of Fasken Martineau DuMoulin LLP acted as legal advisor to Lundin Mining special committee. BMO Capital Markets acted as financial advisor and fairness opinion provider to Josemaria Resources and Josemaria Resources special committee. Peter O'Callaghan and Trisha Robertson of Blake, Cassels & Graydon LLP acted as legal advisors to Josemaria Resources. Computershare Investor Services Inc. acted as depository bank to Josemaria Resources.

Lundin Mining Corporation (TSX:LUN) completed the acquisition of Josemaria Resources Inc. (TSX:JOSE) from Lorito Holdings S.à R.L., Zebra Holdings And Investments S.à R.L. and others on April 28, 2022. All conditions have been satisfied.