NEXA RESOURCES S.A.
A public limited liability company (société anonyme) incorporated under the laws of Luxembourg

OFFER TO PURCHASE FOR CASH ANY AND ALL OF ITS OUTSTANDING
NOTES OF THE SERIES LISTED BELOW

The Tender Offers (as defined herein) will expire at 5:00 p.m., New York City time, on April 4, 2025, unless extended or earlier terminated as described herein (such time and date, as may be extended, the “Expiration Date”). Holders (as defined herein) must validly tender (and not validly withdraw) their Notes (as defined herein), or deliver a properly completed and duly executed Notice of Guaranteed Delivery (as defined herein), at or prior to the Expiration Date to be eligible to receive the applicable Consideration (as defined herein), plus Accrued Interest (as defined herein). Validly tendered Notes may be validly withdrawn at any time at or prior to the Expiration Date, unless extended or earlier terminated as described below, but not thereafter.


Title of Security

CUSIP / ISIN

Principal Amount Outstanding

Consideration(1)


5.375% Notes due 2027


144A: 91832C AA4 / US91832CAA45
Reg S: P98118 AA3 / USP98118AA38


US$215,500,000


US$1,015.00


6.500% Notes due 2028


144A: 65290D AA1 / US65290DAA19
Reg S: L67359 AA4 / USL67359AA48


US$400,500,000


US$1,041.25

_________________________________________________________________________________________________
(1) The amount to be paid for each US$1,000.00 principal amount of the applicable Notes (as defined herein) validly tendered and accepted for purchase. In addition, Accrued Interest (as defined herein) will be paid in each case.

To view copies of the Offer to Purchase documents please click on the links below

Offer to Purchase

Notice of Guaranteed Delivery 2027 Notes

Notice of Guaranteed Delivery 2028 Notes

Announcement of Tender Offers


To obtain additional copies of the Offer to Purchase, please contact the Tender and Information Agent.

The Information Agent and Tender Agent for the Tender Offers is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor
New York, New York 10005
Email: nexa@dfking.com
Toll Free: +1 (888) 542-7446
Collect: (212) 269-5550

Any questions or requests for assistance or additional copies of this Offer to Purchase and the Notice of Guaranteed Delivery may be directed to the Tender and Information Agent at its telephone number or address set forth above. Any questions related to the terms of the Tender Offers may be directed to the Dealer Managers.

The Dealer Managers for the Tender Offers are:

Citigroup Global Markets Inc.

388 Greenwich Street, 4th Floor
New York, New York 10013
Attention: Liability Management Group
Tel: +1 (212) 723-6106 (collect)
Tel: +1 (800) 558-3745 (toll free)

Itau BBA USA Securities, Inc.

540 Madison Avenue, 24th Floor
New York, New York 10022
Att: DCM
Collect: +1 (212) 710-6749


J.P. Morgan Securities LLC

383 Madison Avenue
New York, New York 10179
Attention: Latin America Debt Capital Markets
Tel: +1 (212) 834-7279 (collect)
Tel: +1 (866) 846-2874 (toll free)

Santander US Capital Markets LLC

437 Madison Avenue, 10th Floor
New York, New York 10022
Att: Liability Management Group
Collect: +1 (212) 350-0660
Toll-free: +1 (855) 404-3636