Nexa Resources S.A. announced the early tender expiration and results of its previously announced offer to purchase for cash (2028 Tender Offer). Pursuant to the offer to purchase dated April 1, 2024 (Offer to Purchase), the company offered to purchase for cash any and all of its 5.375% senior unsecured guaranteed notes due 2027 (2027 Notes) and up to a Maximum Payment Amount (as defined in the Offer to Purchase) of its outstanding 6.500% Notes due 2028 unconditionally and irrevocably guaranteed by the Guarantors (2028 Notes). On April 5, 2024, the company announced the results of the tender offer for its 2027 Notes and on April 10, 2024, the company purchased 69.2% of the outstanding principal amount of its 2027 Notes.

As of 5:00pm (New York City time) (2028 Early Tender Date) according to information received from D.F. King & Co. Inc., the information and tender agent for the 2028 Tender Offer, (Tender and Information Agent), USD 247,185,000.00 of the principal amount outstanding of 2028 Notes were validly tendered, and not validly withdrawn. As of 5:00pm (New York City time), on April 12, 2024 (2028 Notes Withdrawal Deadline), 2028 Notes validly tendered in the 2028 Tender Offer may no longer be withdrawn except in certain limited circumstances where additional withdrawal rights are required by law.

Because the aggregate purchase price of the 2028 Notes validly tendered and not validly withdrawn on or prior to the 2028 Early Tender Date (including Accrued Interest, as defined below) is expected to exceed the Maximum Payment Amount, the company expects to accept the validly tendered 2028 Notes on a prorated basis according to the principal amount of such 2028 Notes, such that the company spends no more than the Maximum Payment Amount (including Accrued Interest). The principal amount of 2028 Notes tendered by a holder of 2028 Notes will be multiplied by the proration rate indicated below and then rounded down to the nearest USD 1,000.00 increment. The Maximum Payment Amount to be spent by the company in the purchase of the 2028 Notes (including principal, premium and accrued interest) is USD 103,051,943.46, which is USD 600.00 million less; the aggregate amount that holders of the 2027 Notes received for the 2027 Notes validly tendered and accepted for purchase pursuant to the 2027 Tender Offer, including the payment of any premiums, accrued interest and costs and expenses incurred in connection the tender offers.

Holders of 2028 Notes accepted for purchase in the 2028 Tender Offer will be eligible to receive the total consideration of USD 1,020.00 per USD 1,000.00 principal amount of 2028 Notes tendered (the "2028 Total Consideration"). 2028 Notes tendered and not accepted for purchase will be promptly returned to the tendering holders of 2028 Notes as described in the Offer to Purchase. Although the 2028 Tender Offer is scheduled to expire at 5:00pm (New York City time), on April 29, 2024 (such date and time, as may be extended or earlier terminated by the company), because the 2028 Tender Offer was fully subscribed as of the 2028 Early Tender Date, the company does not expect to accept for purchase any 2028 Notes tendered after the 2028 Early Tender Date.

The settlement date of the 2028 Tender Offer will occur within one business day following the 2028 Early Expiration Date, on April 15, 2024, or as promptly as practicable thereafter (2028 Early Settlement Date). The 2028 Total Consideration will be paid together with accrued and unpaid interest on the 2028 Notes from the last interest payment date preceding the applicable 2028 Early Settlement Date to, but not including such 2028 Early Settlement Date ("Accrued Interest"). All 2028 Notes accepted for purchase in the 2028 Tender Offer will cease to accrue interest on the applicable 2028 Early Settlement Date, unless the company defaults in the payment of amounts payable pursuant to the 2028 Tender Offer.  All 2028 Notes not tendered or accepted for purchase shall continue to accrue interest.