Commentary & Deal Flow

NEXA RESOURCES ANNOUNCES EXPIRATION AND RESULTS OF ITS ANY AND ALL CASH TENDER OFFERS FOR NOTES DUE IN 2027 AND 2028

LUXEMBOURG, April 4, 2025 /PRNewswire/ -- Nexa Resources S.A. ("Nexa Resources", "Nexa" or the "Company") (NYSE: "NEXA") announces today the expiration and results of its previously announced offer to purchase for cash (the "Tender Offers") for any and all of its outstanding (i) 5.375% senior unsecured guaranteed notes due 2027 (the "2027 Notes"); and (ii) 6.500% Notes due 2028 (the "2028 Notes" and, together with the 2027 Notes, the "Notes"), issued by Nexa and guaranteed by Nexa Resources Cajamarquilla S.A., Nexa Resources Perú S.A.A. and Nexa Recursos Minerais S.A. (together, the "Guarantors").

The Tender Offers were made upon the terms and subject to the conditions set forth in the offer to purchase dated March 31, 2025 (the "Offer to Purchase").

As of 5:00pm (New York City time) today (the "Expiration Date") according to information received from D.F. King & Co., Inc., the information and tender agent for the Tender Offers, (the "Tender and Information Agent"), (i) US$104,987,000.00, or approximately 48.72%, of the principal amount outstanding of 2027 Notes was validly tendered, and not validly withdrawn; and (ii) US$289,279,000.00, or approximately 72.23%, of the principal amount outstanding of 2028 Notes was validly tendered, and not validly withdrawn, with an additional US$5,911,000.00 in aggregate principal amount of 2028 Notes tendered pursuant to the guaranteed delivery procedures.

The following table sets forth certain information relating to the Tender Offers, including the principal amount Notes validly tendered, not validly withdrawn, and accepted for purchase.

The deadline for holders of Notes to tender their Notes in the Tender Offers was the Expiration Date. Notes tendered pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) must be delivered by the Guaranteed Delivery Expiration Date (as defined in the Offer to Purchase). Accordingly, Notes that have been validly tendered and not validly withdrawn may no longer be withdrawn, except as required by applicable law.

Holders who validly tendered and did not validly withdraw their 2027 Notes on or prior to the Expiration Date or the Guaranteed Delivery Expiration Date, as applicable, will be eligible to receive the total consideration of US$1,015.00 per US$1,000.00 principal amount of Notes tendered (the "2027 Tender Offer Consideration").

Holders who validly tendered and did not validly withdraw their 2028 Notes on or prior to the Expiration Date or the Guaranteed Delivery Expiration Date, as applicable, will be eligible to receive the total consideration of US$1,041.25 per US$1,000.00 principal amount of Notes tendered (the "2028 Tender Offer Consideration").

The settlement date of the Tender Offers is expected to occur within three business days following the Expiration Date, on April 9, 2025, or as promptly as practicable thereafter (the "Settlement Date").

The applicable Consideration will be paid together with accrued and unpaid interest on the Notes from the last interest payment date preceding the Settlement Date to, but not including such Settlement Date ("Accrued Interest"). All Notes accepted for purchase in the Tender Offers will cease to accrue interest on the Settlement Date, unless Nexa Resources defaults in the payment of amounts payable pursuant to the Tender Offers. Any Notes not tendered or accepted for purchase shall continue to accrue interest.

Nexa Resources has engaged Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, and Santander US Capital Markets LLC to act as the dealer managers (the "Dealer Managers") in connection with the Tender Offers. For questions regarding the terms of the Tender Offers, please contact: Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect), Itau BBA USA Securities, Inc. at +1 (212) 710-6749 (collect), J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll free) or +1 (212) 834-7279 (collect), and Santander US Capital Markets LLC at +1 (855) 404-3636 (toll free) or +1 (212) 350-0660 (collect).

This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of acceptance of the Offer to Purchase. Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission, nor any regulatory authority of any other country has approved or disapproved of the Tender Offers, passed upon their merits or fairness, or confirmed the adequacy or accuracy of the disclosure in the Offer to Purchase.

About Nexa

Nexa is a large-scale, low-cost, integrated polymetallic producer, zinc being our main product, with over 65 years of experience developing and operating mining and smelting assets in Latin America. Nexa currently owns and operates four long-life underground polymetallic mines, two located in the Central Andes region of Peru, and two located in Brazil (one in the state of Minas Gerais and one in the state of Mato Grosso). Nexa also owns and operates one low-cost polymetallic open pit mine, also in the Central Andes region of Peru, and three smelters, two located in the state of Minas Gerais in Brazil (Três Marias and Juiz de Fora), and one, located in Lima, which is Cajamarquilla, the largest smelter in the Americas.

Nexa was among the top five producers of mined zinc globally in 2024 and one of the top five metallic zinc producers worldwide in 2024, according to Wood Mackenzie.