SC14D1F/A

As filed with the United States Securities and Exchange Commission on January 8, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 4

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)

1178180 B.C. LTD.

a wholly owned subsidiary of

ZIJIN MINING GROUP CO. LTD.

(Bidder)

Common Shares

(Title of Class of Securities)

64156L101

(CUSIP Number of Class of Securities)

D.F. King, an AST Company

48 Wall St, New York

NY 10005

Telephone: 1 (866) 822-1238

(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:

Martin C. Glass
Jenner & Block LLP
919 3rd Avenue
New York, NY 10022
Tel: (212) 891-1600

Jeffrey R. Shuman
Jenner & Block LLP
353 North Clark Street
Chicago, IL 60654
Tel: (312) 222-9350 John S.M. Turner
Bradley A. Freelan
Fasken Martineau DuMoulin LLP
333 Bay Street, Suite 2400
P.O. Box 20, Toronto, ON M5H 2T6
Tel: (800) 268-8424

September 14, 2018

(Date tender offer published, sent or given to security holders)

PART I — INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS

Item 1. Home Jurisdiction Documents

Offer and Circular, dated September 14, 2018, including the Letter of Transmittal and Notice of Guaranteed Delivery1, the Notice of Variation, dated December 5, 20182 and the Notice of Extension, dated December 28, 2018.3

Item 2. Informational Legends

See “Notice to Shareholders in the United States” in the Offer and Circular.1

1  Previously filed with Bidder’s Schedule 14D-1F on September 14, 2018.

2  Previously filed with Bidder’s Amendment No. 1 to Schedule 14D-1F on December 6, 2018.

3  Previously filed with Bidder’s Amendment No. 3 to Schedule 14D-1F on December 31, 2018.

PART II — INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS

The bidder has filed the following as Exhibits to this Schedule:

Exhibit Number	Description
99.1	Press release dated January 7, 2019.

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) The bidder has filed with the Commission a written irrevocable consent and power of attorney on Form F-X.4

(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.

4  Previously filed with Bidder’s Schedule 14D-1F on September 14, 2018.

PART IV — SIGNATURES

By signing this Schedule, Zijin Mining Group Co. 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.

January 7, 2019		ZIJIN MINING GROUP CO. LTD.
	By:	/s/ Fang Qixue
		Name:	Fang Qixue
		Title:	Executive Director

By signing this Schedule, 1178180 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.

January 7, 2019		1178180 B.C. LTD.
	By:	/s/ Fan Cheung Man
		Name:	Fan Cheung Man
		Title:	Director

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated January 7, 2019.

EX-99.1

Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 2899)

January 7, 2019

Zijin Acquires An Additional 3.07% of Nevsun Shares

Vancouver, BC —  Zijin Mining Group Co. Ltd. (SH:601899, SEHK:2899) (“Zijin”) today announced that in connection with Zijin’s offer to purchase all of the issued and outstanding common shares (“Nevsun Shares”) of Nevsun Resources Ltd. (“Nevsun”) for C$6.00 per Nevsun Share (the “Offer”), an additional 9,526,987 Nevsun Shares (“Additional Shares”), representing approximately 3.07% of all issued and outstanding Nevsun Shares, have been deposited under the Offer and not withdrawn during the extension period. Zijin thanks all the shareholders who have tendered their Nevsun Shares for their continued support of the Offer.

Zijin, through its subsidiary, has taken up all of the Additional Shares and will pay the depositary the aggregate consideration of $57,161,922 for the Additional Shares on January 8, 2019. As a result of the take up and upon payment of all of the Additional Shares, and the 276,820,575 Nevsun Shares taken-up on December 28, 2018, Zijin will own approximately 92.44% of the total issued and outstanding shares of Nevsun.

As the Offer has now expired, Zijin intends to acquire the balance of the Nevsun Shares by way of compulsory acquisition, as more fully described in the Offer circular. 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. Shareholders are encouraged to carefully review the notice of compulsory acquisition and complete and return the letter of transmittal, together with the certificates representing their Nevsun Shares, in accordance with the instructions included in the notice of compulsory acquisition in order to receive payment for their shares as soon as possible.

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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. In addition, on completion of the compulsory acquisition, Zijin intends to cause Nevsun to cease to be a reporting issuer under the securities laws of each province of Canada in which it is a reporting issuer and to cease to have public reporting obligations in any other jurisdiction in which it currently has such obligations.

Forward Looking Statements

Certain statements and information in this press release, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to the anticipated completion of a compulsory acquisition. Often, but not always, forward-looking statements or information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “projects”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. With respect to forward-looking statements and information contained in this press release, there can be no assurance that any forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. While Zijin may elect to update the forward-looking statements at any time, Zijin does not undertake to update them at any particular time or in response to any particular event, other than as may be required by applicable securities laws. Investors and others should not assume that any forward-looking statement in this press release represent Zijin’s estimate as of any date other than the date of this press release.

About Nevsun Resources Ltd.

Nevsun Resources Ltd. is the 100% owner of the high-grade copper-gold Timok Upper Zone and 60.4% owner of the Timok Lower Zone in Serbia. The Timok Lower Zone is a joint venture with Freeport-McMoRan Exploration Corporation (“Freeport”) which currently owns 39.6%. Upon completion of any feasibility study (on the Upper or Lower Zone), Nevsun Resources Ltd. will own 46% and Freeport will own 54%. Nevsun generates cash flow from its 60% owned copper-zinc Bisha Mine in Eritrea.

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Nevsun Resources Ltd.

1750 - 1066 West Hastings Street

Vancouver, BC V6E 3X1

About Zijin Mining Group Co. Ltd.

Formed in 1993, Zijin is based in Fujian, China and is a leading global mining company specializing in gold, copper, zinc and other mineral resource exploration and development. It manages an extensive portfolio, primarily consisting of gold, copper, zinc, and other metals through investments in China and overseas across nine countries. Listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, Zijin has a market capitalization of approximately US$10 billion.

Zijin Mining Group Co. Ltd.

No. 1 Zijin Road, Shanghang County,

Fujian Province, China

As at the date of this announcement, the Board of Directors of the Company comprises Messrs. Chen Jinghe (Chairman), Lan Fusheng, Zou Laichang, Lin Hongfu, Fang Qixue, and Ms. Lin Hongying as executive directors, Mister. Li Jian as non-executive director, and Messrs. Lu Shihua, Zhu Guang, Sit Hoi Wah, Kenneth, and Cai Meifeng as independent non-executive directors.

By Order of the Board of Directors

Zijin Mining Group Co., Ltd.*

Chen Jinghe

Chairman

7 January 2019, Fujian, the PRC

* The Company’s English name is for identification purpose only

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