As filed with the United States Securities and Exchange Commission on November 9, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-1F
TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NEVSUN RESOURCES LTD.
(Name of Subject Company)
British Columbia, Canada
(Jurisdiction of Subject Company’s Incorporation or Organization)
1172628 B.C. LTD.
a wholly owned subsidiary of
LUNDIN MINING CORPORATION
(Bidder)
Common Shares
(Title of Class of Securities)
64156L101
(CUSIP Number of Class of Securities)
Annie Laurenson
Lundin Mining Corporation
150 King Street West
Suite 2200
Toronto, Ontario
Canada M5H 1J9
Telephone: (416) 342-5560
(Name, address (including zip code) and telephone number (including area code)
of person(s) authorized to receive notices and communications on behalf of bidder)
Copy to:
| Adam M. Givertz Paul, Weiss, Rifkind, Wharton & Garrison LLP Suite 3100, 77 King Street West Toronto, Ontario Canada M5K 1J3 (416) 504-0520 |
Mark T. Bennett Cassels Brock LLP Suite 2100. Scotia Plaza 40 King Street West Toronto, Ontario Canada M5H 3C2 Tel: (416) 869-5407 |
July 26, 2018
(Date tender offer published, sent or given to security holders)
PART II — INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
The bidder has filed the following additional Exhibit to this Schedule announcing the expiration of the tender offer:
| Exhibit Number |
Description | |
| 99.3 | Press release dated November 9, 2018 | |
PART III — UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS
1. Undertakings
(a) The bidder undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to this Schedule or to transactions in said securities.
(b) The bidder undertakes to disclose in the United States, on the same basis as it is required to make such disclosure pursuant to applicable Canadian federal and/or provincial or territorial laws, regulations or policies, or otherwise discloses, information regarding purchases of the issuer’s securities in connection with the offer. Such information shall be set forth in amendments to this Schedule.
2. Consent to Service of Process
(a) At the time of initially filing this Schedule, the bidder filed with the Commission a written irrevocable consent and power of attorney on Form F-X.
(b) Any change to the name or address of the registrant’s agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the registrant.
PART IV — SIGNATURES
By signing this Schedule, Lundin Mining Corporation consents without power of revocation that any administrative subpoena may be served, or any administrative proceeding, civil suit or civil action where the cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with the filing on Schedule 14D-1F or any purchases or sales of any security in connection therewith, may be commenced against it in any administrative tribunal or in any appropriate court in any place subject to the jurisdiction of any state or of the United States by service of said subpoena or process upon its designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| November 9, 2018 | LUNDIN MINING CORPORATION | |||||
| By: | /s/ Marie Inkster | |||||
| Name: Marie Inkster | ||||||
| Title: President and Chief Executive Officer | ||||||
By signing this Schedule, 1172628 B.C. LTD. consents without power of revocation that any administrative subpoena may be served, or any administrative proceeding, civil suit or civil action where the cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with the filing on Schedule 14D-1F or any purchases or sales of any security in connection therewith, may be commenced against it in any administrative tribunal or in any appropriate court in any place subject to the jurisdiction of any state or of the United States by service of said subpoena or process upon its designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| November 9, 2018 | 1172628 B.C. LTD. | |||||
| By: | /s/ Jinhee Magie | |||||
| Name: Jinhee Magie | ||||||
| Title: Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| *99.1 | Press release dated July 26, 2018 | |
| *99.2 | Advertisement dated July 26, 2018 | |
| **99.3 | Press release dated November 9, 2018 | |
| * | Previously filed with the bidder’s tender offer statement on Schedule 14D-1F filed with the Commission on July 26, 2018 |
| ** | Filed herewith |