Zijin Mining Group Company Limited (SEHK:2899) entered into a definitive agreement to acquire the remaining 98.9% stake in Nevsun Resources Ltd. (TSX:NSU) for CAD 1.8 billion on September 4, 2018. Under the terms of transaction, Nevsun Resources shareholders will receive cash consideration of CAD 6 per share. If, within four months after the date of the offer, the offer has been accepted by holders of Nevsun shares holding at least 90% of the issued and outstanding Nevsun shares, Zijin Mining will acquire the Nevsun shares not deposited under the offer pursuant to the provisions of a compulsory acquisition. As part of transaction financing, China Construction Bank Corporation has agreed to provide a fully underwritten a loan facility of CAD 1.1 billion. Zijin Mining has also received a letter from the Bank of China Limited pursuant to which the Bank of China has committed to provide credit of CAD 834 million to Zijin Mining. On January 1, 2019, Zijin Mining Group Company Limited announced issuance of shares to raise CNY 8 billion (CAD 1.59 billion) which will be used to fund the acquisition. A termination payment of $50 million (CAD 66 million) will be payable by Zijin to Nevsun in certain circumstances, including failure to obtain the necessary approvals from relevant authorities in China, subject to certain exceptions. This termination fee is being held by the depository in Canada. Zijin is entitled to a termination payment of $50 million (CAD 66 million) if the definitive agreement is terminated in certain circumstances, including if Nevsun enters into an agreement with respect to a superior proposal, or if the Board of Directors of Nevsun withdraws or modifies its recommendation with respect to the offer. As on December 28, 2018, Zijin Mining acquired ownership and control of an aggregate number of 277 million common shares of Nevsun representing approximately 89.37% of all issued and outstanding common shares. As on December 31, 2018, Qixue Fang, Xian Jian Guo, Qiang Liu, Harry Zheng Tian and Kaihui Yang have been appointed as Board of Directors and Xian Jian Guo as Chief Executive Officer and Xuelin Cai as Chief Financial Officer of Nevsun Resources. Ian Pearce, Ian Ashby, Geoff Chater, Anne Giardini, Peter Kukielski, Stephen Scott and David Smith have resigned as Directors of Nevsun Resources. Peter Kukielski, Chief Executive Officer, Ryan MacWilliam, Chief Financial Officer, Joseph Giuffre, Chief Legal Officer, Scott Trebilcock, Chief Development Officer, and Marc Blythe, Vice President, Corporate Development have resigned from Nevson Resources. The offer is subject to a minimum tender requirement of 66.67% of Nevsun's issued and outstanding shares (including those held directly or indirectly by Zijin and its affiliates). The offer is subject to approval under the Investment Canada Act and the Canadian Competition Act, approval by relevant Chinese authorities: National Development and Reform Commission, Ministry of Commerce and State Administration of Foreign Exchange, as well as customary closing conditions. Nevsun's Board of Directors unanimously recommends that Nevsun shareholders tender their shares to accept the Offer. The transaction has been approved by the special committee of Nevsun. Nevsun Resources formed a special committee of its Board of Directors for the transaction. The offer is not subject to any financing conditions. As of October 24, 2018, Zijin has received required regulatory approval from PRC’s National Development and Reform Commission and has also received Canadian Competition Act clearance. As on November 1, 2018, the Ministry of Commerce has approved the deal. Zijin will submit, as soon as practicable, an application to the State Administration of Foreign Exchange for the third and final PRC regulatory approval. As of November 20, 2018, Zijin completed the Chinese State Administration of Foreign Exchange (“SAFE”) registration and received the Canadian Investment Canada Act approval for the merger. The SAFE registration is the final Chinese regulatory condition and Canadian Investment Canada Act approval is the final Canadian regulatory condition to the Offer. Both conditions have now been met. The expiry date of the offer is December 28, 2018. As of September 17, 2018, the initial expiry date of the offer is December 31, 2018. As of December 5, 2018, the offer will expire on December 28, 2018. As of December 28, 2018, the offer will expire on January 7, 2019. As of January 11, 2019, Zijin Mining Group has mailed a notice of compulsory acquisition to Nevusm shareholders. Under the terms of the compulsory acquisition, remaining shareholders will be entitled to receive the same consideration of CAD 6 per share as paid under the original offer on or about 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. BMO Nesbitt Burns Inc acted as financial advisor and Citigroup Global Markets Inc. acted as independent financial advisor to Nevsun's Special Committee. Fred Pletcher, Salvadore Pimentel, Danielle Lewchuk and Randy Morphy of Borden Ladner Gervais LLP acted as legal advisors to Nevsun's Special Committee. Bob Wooder of Blake, Cassels & Graydon LLP and Gibson, Dunn & Crutcher LLP acted as legal advisors to Nevsun. Laurel Hill Advisory Group acted as information agent to Nevsun. John Turner, Michael Boehm, Lei Huang, Brad Freelan, Janet Howard, Sarah Gingrich, Perry Feldman, Jon Holmstrom, Douglas New, Huy Do, Anthony Baldanza, Guy Giorno, Andrew House, Mitchell Thaw, Florind Polo, Russell Lindzon, Laura Konkel, Yufei Luo, Edward Guo, William DeJong, Jenna Ward, Matthew Wilkins, Kyle Cadieux, Ryan Kleinman and Melyssa Roedel of Fasken Martineau DuMoulin LLP acted as legal advisors to Zijin Mining and Morgan Stanley acted as its financial advisor. Jenner & Block LLP acted as legal advisor to Zijin Mining. D.F. King & Co., Inc. acted as information agent to Zijin. Computershare Trust Company Of Canada acted as depositary to Nevsun. Clifford Chance represented China Construction Bank Corporation. Zijin Mining Group Company Limited (SEHK:2899) completed the acquisition of the remaining 98.9% stake in Nevsun Resources Ltd. (TSX:NSU) on January 7, 2019. Zijin now own approximately 92.44% of the total issued and outstanding shares of Nevsun. As the offer has expired, Zijin intends to acquire the balance of the Nevsun Shares by way of compulsory acquisition. A notice of compulsory acquisition is expected to be mailed in the coming days to Nevsun shareholders who did not tender their shares to the Offer. Zijin intends to apply to de-list the Nevsun Shares from the Toronto Stock Exchange and the New York Stock Exchange effective on the completion of the compulsory acquisition. Nevsun Shares have been delisted from the Toronto Stock Exchange and the New York Stock Exchange as of March 8, 2019. As of March 12, 2019, pursuant to the compulsory acquisition all the remaining 23.2 million shares representing 7.5% of issued and outstanding Nevsun shares were acquired.