Lundin Mining Corporation (TSX:LUN) (‘Lundin’) made an offer to acquire the remaining 98.7% stake in Nevsun Resources Ltd. (TSX:NSU) (‘Nevsun’) from Adrian Day Asset Management (‘Adrian’), Dale Peniuk, Paul McRae, Jinhee Magie and other shareholders for CAD 1.4 billion on July 16, 2018. Under the terms of transaction, Lundin will commence an offer to purchase all of the outstanding common shares of Nevsun not owned currently, together with the associated rights issued under the shareholder rights plan (SRP Rights) of Nevsun. The offer includes Nevsun shares that may become outstanding after the date of the offer, but before the expiration of the offer, upon exercise, conversion or exchange of any convertible securities. The offer is not being made for any convertible securities or other rights to acquire Nevsun shares. Nevsun Resources shareholders will receive cash consideration of CAD 4.75 per share. No additional payment will be made for the SRP Rights and no amount of the consideration to be paid by Lundin will be allocated to the SRP Rights. Adrian will sell about 3.3 million shares, Dale Peniuk will sell 3,828 shares, Paul McRae will sell 17,000 shares and Jinhee Magie will sell 5,000 shares in the offer. Lundin intends to fund the purchase from cash on hand of $1.5 billion (CAD 1.1 billion) and undrawn revolver of $350 million (CAD 266.5 million). On July 26, 2018, Lundin formally commenced the tender offer. The offer will be open for acceptance until November 9, 2018, unless the offer is abridged or extended. If Lundin completes the offer but does not then own 100% of the Nevsun shares, Lundin intends to acquire any Nevsun shares not deposited to the offer in a second-step transaction. If the offer and a compulsory acquisition or a subsequent acquisition transaction is successful, Nevsun will no longer be publicly traded and will be delisted from the exchanges. If Lundin takes up Nevsun shares under the offer but is unable to complete a compulsory acquisition or subsequent acquisition transaction, then Nevsun will continue as a public company. Post-acquisition, Lundin will have the right to elect all members of the Nevsun Board. The transaction is subject to customary closing conditions, including at least 66 2/3% of the outstanding shares being deposited under the offer on a fully diluted basis, receipt of all governmental, regulatory and third party approvals that Lundin considers necessary and statutory minimum tender condition of 50%. The transaction is subject to Competition Act approval. The Lundin Board has approved the transaction. The offer is not subject to financing condition. On August 9, 2018, the Nevsun Board rejected the offer based on recommendation of a special committee comprising three independent directors. As of September 6, 2018, in regards to the September 5, 2018 proposal by Zijin Mining Group Co. Ltd to acquire Nevsun, Lundin does not intend to amend any of the terms for its bid. TD Securities Inc. and GMP Securities Inc. acted as financial advisors to Lundin. Cassels Brock & Blackwell LLP and Adam Givertz and Steve Centa of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Lundin. Borden Ladner Gervais LLP acted as legal advisor and Citi acted as financial advisor to Nevsun's Special Committee. Blake, Cassels & Graydon LLP acted as legal advisor and BMO Capital Markets acted as financial advisor to Nevsun. Kingsdale Advisors acted as information agent and depositary to Lundin. Laurel Hill Advisory Group, LLC acted as strategic advisor and information agent to Nevsun.