Nevsun Resources LTD Sample Contracts

SHAREHOLDER RIGHTS PLAN AGREEMENT
Shareholder Rights Plan Agreement • June 9th, 2011 • Nevsun Resources LTD • Gold and silver ores • British Columbia

WHEREAS the Board of Directors (as hereinafter defined) of the Corporation, in the exercise of their fiduciary duties to the Corporation, has determined that it is advisable and in the best interests of the Corporation to adopt a shareholder rights plan (the "Rights Plan") to (a) ensure, to the extent possible, that all holders of the Common Shares (as hereinafter defined) of the Corporation and the Board of Directors have adequate time to consider and evaluate any unsolicited bid for the Common Shares, (b) provide the Board of Directors with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid, (c) encourage the fair treatment of the Corporation's securityholders in connection with any Take-over Bid (as hereinafter defined) made for the Common Shares and (d) generally to assist the Board of Directors in enhancing shareholder value;

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LOCK-UP AGREEMENT
Lock-Up Agreement • September 12th, 2018 • Nevsun Resources LTD • Gold and silver ores • British Columbia

WHEREAS the Securityholder is the beneficial owner of, or exercises control or direction over, directly or indirectly, the Shares, Options, restricted share units (“RSUs”), performance share units (“PSUs”), and/or deferred share units (“DSUs”) listed on Schedule A to this Agreement;

UNDERWRITING AGREEMENT
Underwriting Agreement • November 3rd, 2005 • Nevsun Resources LTD • Gold and silver ores

Canaccord Capital Corporation ("Canaccord"), Blackmont Capital Inc., Haywood Securities Inc. and TD Securities Inc. (each, an "Underwriter", and together, the "Underwriters") hereby severally, in respect of the percentages set forth in section 7.1 of this Agreement, and not jointly, offer to purchase from Nevsun Resources Ltd. (the "Corporation") upon and subject to the terms hereof, an aggregate of 13,350,000 units of the Corporation (each a "Unit") at a price of $2.25 per Unit (the "Offering Price"), each Unit consisting of one common share in the capital of the Corporation (each a "Share") and one-half of one transferable common share purchase warrant of the Corporation (each whole warrant a "Warrant"). Each Warrant shall entitle the holder to subscribe for an additional common share of the Corporation (each a "Warrant Share") at a price of $3.00 per Warrant Share at any time on or before the day that is three (3) years from the Closing Date (as hereinafter defined). The Underwriter

Friendly All-Cash Agreement for Nevsun to be Acquired by Zijin Mining for US$1.41 billion Consideration of C$6.00 per share represents 57% premium to unaffected Nevsun share price Board of Directors unanimously recommends Nevsun shareholders ACCEPT...
Nevsun Resources LTD • September 14th, 2018 • Gold and silver ores

Vancouver, BC, / Fujian, China -- Nevsun Resources Ltd. (TSX:NSU) (NYSE AMERICAN: NSU) (“Nevsun” or the “Company”) and Zijin Mining Group Co. Ltd. (SH:601899, SEHK:2899) (“Zijin”) today announced that the parties have entered into a definitive agreement pursuant to which Zijin will make a take-over bid to acquire all of the issued and outstanding shares of Nevsun for C$6.00 per share in cash (the “Offer”). The Offer is valued at C$1.86 billion (US$1.41 billion).

CREDIT AGREEMENT Dated as of April 22, 2016 BETWEEN RESERVOIR MINERALS INC. as Borrower and NEVSUN RESOURCES LTD. as Lender US$44,703,429 Unsecured Term Loan STIKEMAN ELLIOTT LLP
Credit Agreement • May 10th, 2016 • Nevsun Resources LTD • Gold and silver ores • British Columbia

This CREDIT AGREEMENT, dated as of April 22, 2016, is entered into between RESERVOIR MINERALS INC., a corporation incorporated under the laws of British Columbia (the “Borrower”), as borrower, and NEVSUN RESOURCES LTD. (the “Lender”), as lender.

BISHA MINING AGREEMENT SIGNED
Mining Agreement • December 14th, 2007 • Nevsun Resources LTD • Gold and silver ores

Nevsun Resources Ltd., (NSU-TSX/AMEX) (“Nevsun”) is pleased to announce that its Eritrean venture company, Bisha Share Mining Company (“BSMC”), has concluded a mining agreement with the Government of the State of Eritrea. The mining agreement contains all of the normal provisions governing the future development and operations for the Bisha Project, including all substantive requirements of international financial institutions. BMSC has further applied for the issuance of a mining license that the Government has advised will be issued soon.

RESERVOIR MINERALS INC. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
Private Placement Subscription Agreement • May 10th, 2016 • Nevsun Resources LTD • Gold and silver ores • British Columbia

WHEREAS the Subscriber and the Corporation have entered into an arrangement agreement dated as of the date hereof (the “Arrangement Agreement”), pursuant to which all of the equity of the Corporation will be acquired by the Subscriber in accordance with a statutory plan of arrangement to be completed between the Subscriber and the Corporation under the provisions of the Business Corporations Act (British Columbia) (the “Plan of Arrangement”);

Friendly All-Cash Agreement for Nevsun to be Acquired by Zijin Mining for US$1.41 billion Consideration of C$6.00 per share represents 57% premium to unaffected Nevsun share price Board of Directors unanimously recommends Nevsun shareholders ACCEPT...
Nevsun Resources LTD • September 5th, 2018 • Gold and silver ores

Vancouver, BC, / Fujian, China -- Nevsun Resources Ltd. (TSX:NSU) (NYSE AMERICAN: NSU) (“Nevsun” or the “Company”) and Zijin Mining Group Co. Ltd. (SH:601899, SEHK:2899) (“Zijin”) today announced that the parties have entered into a definitive agreement pursuant to which Zijin will make a take-over bid to acquire all of the issued and outstanding shares of Nevsun for C$6.00 per share in cash (the “Offer”). The Offer is valued at C$1.86 billion (US$1.41 billion).

NEVSUN RESOURCES LTD. as the Purchaser and RESERVOIR MINERALS INC. as the Company ARRANGEMENT AGREEMENT April 22, 2016
Nevsun Resources • May 10th, 2016 • Nevsun Resources LTD • Gold and silver ores • British Columbia
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